The Spider-Man in the High Castle
by patrickthenobleman
Summary: On another world, hope is dead, the Second World War was lost, and those whom we know as heroes are on this world servants of tyranny. In a desperate act of resistance, one of the few who believe in the dream of a dead America seeks help from across the multiverse. To a free Earth's Mightiest Heroes. Including one bearing the face of his greatest foe
1. Similar yet Different

_**The Spider-Man in the High Castle**_ **, an** ** _Avengers_** **fan-fiction.**

 **Disclaimer: I do not own** ** _The Avengers_** **, all credit goes to Marvel. I also don't own _The Man in the High Castle_.  
**

 **Chapter One: Similar Yet Different.  
**

 **New York City.**

The wall blew out and a loud alarm cut through the silent night air. The freshly born embers of a fiery explosion brought an eerie and foreboding light to the darkened road, cutting a silhouette of five distinctive figures.  
A man with wings, a large figure with a horns, an odd figure with a domed shaped head, a muscular man with a furry collared coat, and a figure with a long tail. Adrian Tooms, Alex O'Hern, Quentin Beck, Sergei Kravenoff, and Matt Gargen.

"Damn it Gargan, we didn't want to raise an alarm," shouted Tooms. "They'll be on us in minutes."

"Not if we run," said Kravenoff.

Running with the speed of a cheetah, the man sped off down the street, however he did not get far as long stream of what appeared to be webbing stuck itself to the man's leg. Before he could respond a powerful tug drew him from the ground and like a streak of light a powerful kick had been delivered to his face, breaking his neck instantly. The killer landed gracefully onto the ground while the dead man's body dangled from the web.

"Damn it," cursed Gargan. "Tooms, get out of here. We'll hold him off."

"That's what you think," the mystery man said.

The O'Hern charged forward while Tooms flew away. Beck and Gargen stood ready, knowing that this was not going to be an easy fight.

"You guys just never seem to learn do you?" said the group's agile attacker as he dodged the horned man's attack.

* * *

The flying man, Adrian Tooms, managed to reach the hideout, hopefully with his enemy slowed down to a point where the operation could begin. He identified himself to the guards and ran down to the makeshift laboratory that had been assembled. He beheld two figures standing near a strange machine.

"Adrian, do you have it?" asked one of the men, who had four mechanical tentacles on his back. Otto Octavius, chief scientist.

"I do," said Adrian, retrieving a flash drive from his belt.

"Where are the others?" asked the other man, their leader, wearing a powerful suit of armor. Norman Osborn, the most wanted man in the world.

"Parker showed up," said Adrian. "We might not have long before we're compromised."

"Then we have no choice," said Osborn. "We start the operation now."

"We've only ever run simulations," said Otto. "For all we know this could scatter your atoms."

"If Parker is onto us we're all dead anyway," said Osborn. "We have to start this operation now."

Otto took the flash drive and entered it into the machine.

"At best we can only send you but for all we know it's a one way ticket," said Otto. "Still, not such a bad result."

"I'm coming back old friend," said Osborn, placing an armored hand on Otto's shoulder. "Even if this thing sends me to Hell and I have to recruit Satan and all his demons. I am coming back."

Otto threw a smile at his old friend. The two had been through so much in all their years fighting against Parker and his allies. Whether this desperate act led to victory or defeat, it was an honor for Otto to have shared the battlefield with Norman.

"Once more onto the breach my friend," said Otto.

An alarm rang out and from above the sound of gunshots interrupted the thoughts of the three men. Working quickly Otto finished his calculations and activated the machine.

"Hurry Norman," said Otto.

Grabbing his helmet, Osborn entered the machine and four beams of energy struck him. The process was painful and it almost felt as if Otto's fears that Osborn's atoms would scatter but he knew this was working. His physical form became transparent as the light became brighter and the last thing Osborn saw before he vanished from this world, was the door bursting open and the image of a squid with a skull proudly displayed on the chest of his sworn nemesis Peter Parker, officer of the Overlords, Hydra's Mightiest Heroes.

* * *

 **A different New York City.**

"You guys just never seem to learn don't you?" asked Peter Parker, secretly known as the Amazing Spider-Man.

"I'll learn you bug brain," yelled the Rhino.

"That's not grammatical Rhino," said Spider-Man, having dodged Rhino's charge.

Before he landed though, Spider-Man suddenly found himself caught by the talons of the Vulture, who was about to throw him onto the sharp tail of the Scorpion.  
That was before a red, blue, and gold blur slammed into Vulture and then into Rhino. Scorpion was still poised to strike the falling Spider-Man before a pair of Adamantium claws slashed through his tail.

"You didn't?" yelled Scorpion.

"I did," said the gruff voice of the Wolverine, before knocking out the villain with a single blow.

His claws retracted of course.

"I totally could have handled him," said Spider-Man.

"Sure," said Wolverine.

"Hey I've tangled with these idiots more times than I can count," said Spider-Man. "I know all their tricks."

"Really, then why are there only five idiots and not six?" asked Wolverine.

Looking around Spider-Man indeed noticed how indeed there had been five and not six sinister villains. Before Marvel and Wolverine came along he had already managed to deal with Kraven and Mysterio before being swamped by Rhino and Vulture. Indeed there had been a missing moron to this merry band.

"Yup, I'm missing good old Doc Ock," said Spider-Man.

Suddenly Spider-Man felt a very familiar buzzing in his skull.

"Never mind, he's coming," said Spider-Man. "Hold on Chucklehead."

"What are you..."

Before Wolverine could protest Spider-Man grabbed the feral mutant and leaped into the air, webbing the side of the nearest building as the ground beneath them burst open, revealing a large octopus shaped robot.

 _"This is the last time you will interfere with my plans Spider-Man,_ " the voice of Doctor Octopus yelled out from the robot's speakers.

"What exactly were these guys up to before you came along," asked Captain Marvel, still holding onto Rhino and Vulture, as she rose to meet her allies.

"I'm not entirely sure, I think Tooms has something," said Spider-Man. "Honestly when I show up these guys usually forget whatever screwy plan they have and just decide it's 'Kill Spider-Man' day."

"I can understand why," said Wolverine.

Before the three could continue the robot raised four out of its eight appendages and fired what appeared to be repulsar rays.

"Oh boy someone's been playing in Tony Stark's toy chest," said Spider-Man leaping out of the way, and still holding onto Wolverine.

As she had flown away, Captain Marvel threw the Rhino at the machine, only for the robot to bat the villain away like a fly.

"Alright, that didn't work," said Marvel.

With one hand now free, the other still holding Vulture, the cosmic Avenger unleashed a flurry of energy onto the machine. It forced the dreadful machine to stumble but it was able to regain its composure fairly quickly and fired back.  
Marvel had been able to dodge the several beams that came flying towards her.

"Time to make like a can opener," said Spider-Man, leaping onto the robot with Wolverine in tow.

Landing on the hull of the robot Wolverine quickly began to make a cut into the machine, only for a tentacle to come up and knock him off. Spider-Man had been able to dodge and attempted to shoot a web to his beleaguered ally, but was caught in the arms of the octopus before he could.  
The tight, mechanical grip of the machine began to crush Spider-Man's body as he was brought to the green tinted windshield of the cockpit, where Doctor Octopus sat at the controls.

"After all these years, victory is mine," said Doc Ock as he began to have the machine crush Spider-Man.

Witnessing this, Captain Marvel felt a rush of righteous rage and shot out like a rocket. However before she could make contact she too was caught by one of the large mechanical tentacles.  
Doctor Octopus then focused his attention back onto Spider-Man and resumed attempting to crush his longtime foe.  
But suddenly the controls froze and his onboard computers rang out about how his systems were being hacked.

"What is this?" cursed Ock.

Despite all his best efforts Octavious found that he could not regain control of the robot as it began to release Spider-Man and Captain Marvel. As he continued to panic over the hack he noticed a shadow seep over him. Looking up he saw what he at first believed to be the image of Iron Man but the color scheme was reminiscent of Captain America.  
The red, white, and blue armored figure raised a hand and fired a repulsar blast into the cockpit.

* * *

Prying himself out of the grip of the giant robot octopus, Spider-Man noticed the armored figure coming down with an unconscious Doctor Octopus in his arms.

"Tony?" he asked. "Does Cap know you're stealing his color scheme? I mean I know you've got the lawyers but still. Or is this your version of cosplay?"

The armored figure said nothing and merely dropped off Octavious and flew away.

"Okay, silence, definitely not like Tony," said Spider-Man.

As he began to move to Ock the arachnid Avenger felt a sharp pain in his chest. His best guess was that a few ribs had gotten crushed before not-Iron Man did whatever he did to stop it.

"Are you okay?" asked Captain Marvel, floating over to Spider-Man.

"Nothing a few thousand pain killers won't fix," said Spider-man.

"Are you okay to swing?" she asked, a worried tone in her voice.

"Would you believe me if I said yes?" asked Spider-Man.

"No," said Captain Marvel. "Come on, Logan's back on his feet and he can handle the cleanup. If he's pissed about it there's a bar nearby. Let's go home."

Before Spider-Man could protest, Marvel put her arms around him, allowing her chest to meet his, effectively drawing his mind away from making any form of protest. She took off gently and flew at a calm pace. Soon enough she landed down at the apartment she, in her civilian identity of Carol Danvers, shared with Peter Parker.  
They were an odd pair, a wise ass and a hard ass, but somehow they had managed to click and made it work. Peter had an alternative way of thinking that Carol found amusing and oddly insightful at times. Carol had a fierce determination that Peter caught on and used his own scientific brilliance to advance himself in his work at Horizon Labs. Apparently his work was so good Tony even said he was considering buying Horizon just to avoid the competition.  
They also shared a lot of the pains in their lives. His long conflicts with men like Norman Osborn and the death of his first love Gwen Stacy. Her rape by Marcus and having her powers stolen by Rogue.  
For two years they had been together. Peter had even introduced her to his Aunt May, and she approved. Not only did she approve but she also gave Peter some important advice, among other things.  
Today had been a close call if not for the not-Iron Man guy that showed up. The old Parker Luck couldn't be pushed forever.

 _'You know what you have to do Parker,'_ he thought as he removed his shirt, revealing the nasty bruises all over his torso.

"It doesn't look too bad," said Carol. "You've definitely had worse."

"Definitely," Peter agreed.

"Perhaps a hot soak would help?" she said with a wink.

"Yes," said Peter.

Carol smiled and began heading towards the bathroom to get things ready, removing her boots in the process. Working fast Peter rand to the bookshelf where he had hidden Aunt May's little gift in between the pages of a book. Quickly grabbing Carol's boots he placed them where he knew she'd grab them to dress in the morning and set the surprise in the right boot before going to join Carol.  
However he began to feel a lighter form of his spider-sense tingling. Not the usual sensing of danger but a definite sense that he was being watched. Leaping around quickly he saw that the figure he confused for Iron Man was indeed hovering outside his apartment window.

 _"Let's save the questions and get right to it,"_ the figure said, opening his face mask to reveal Norman Osborn.

* * *

A universe away, the limp form of Otto Octavious was dragged from his place on the ground. His mechanical tentacles torn from his back in a nightmarish struggle. He knew the fate that was awaiting him but he did not care, even as men in dark green coats dragged him to his old foe.

"I've fought Osborn long enough to know that he's not suicidal," said Parker, removing his mask. "I also know he's no coward. A fool and and Undermensch, but no coward. That is his only redeeming quality. So where did he go? What is this machine?"

"For one who claims to belong to a race of supermen I'm sure you'll have no trouble finding out," said Otto. "Kill me then you monster. My mission is complete and I have no fear for you to exploit."

Parker chuckled darkly and pulled his pistol from his belt and fired point blank into Otto's skull.

"He was right," said Parker. "For an Ubermensch such as myself this will be child's play to deduce. Hail Hydra."

"Hail Hydra," responded the platoon of soldiers under his command.

They were men who had followed Parker into battle numerous of times. Earned glory with him that was highly praised in the _Hydra Herald_ under media overseer Jameson. All for the name of the glorious North American Hydra Reich and the Hydra Supreme Stephen Rogers.

 **Author's Note:** **I've had something like this in mind ever since I saw the Arroverse's crossover even _Crisis on Earth-X_. Also it's therapeutic given as I haven't had it in me to work on anything Marvel for at least two years now, personal reasons.  
I was actually convinced to work on this story thanks to a friend 'Writing Avenger 2016', whose also got some good stories of his own, including _The Mighty Avengers_ , which I encourage all who read this story to read as well.**

 **Next Chapter: A World Without Hope.**


	2. A World without Hope

**Chapter Two: A World Without Hope**

Avengers Mansion was one of the most secure, advanced, and comfortable places any modern, self respecting superhero would want to take up lodgings at. Which many of the team did, such as the legendary Captain America, the Sentinel of Liberty himself.  
Ever since that fateful day he had been thawed from the ice that had been his tomb for seventy years, Avengers Mansion had been his home. He had nowhere else, his world was gone, but as he had come to learn the work was never done. Freedom still needed to be fought for, not only for America but for all the world. Many of the tyrants he had fought of old had been rendered to history, only for new foes to rise up and threaten the rights of not just American citizens, but of all humanity.  
It had though felt as if all hope for a normal life, as he had wished for when he first entered the Super-Soldier Program, was gone forever. So he decided to adapt to the new normal. The Avengers had become his family and Avengers Mansion his home, although he doubted Tony Stark, son of his old friend Howard Stark and teammate Iron Man, would allow him to install a white picket fence around his family mansion. Although Tony himself rarely used the mansion, preferring a penthouse in his latest building to share with his girlfriend and assistant Pepper Potts.  
As such often it fell to Steve to keep some of the more rambunctious tenants of the manor in line from time to time. He couldn't count how many times he'd have to get between the Incredible Hulk and the Mighty Thor when the two of them tried to settle who was the mightiest Avenger.  
But he wasn't alone in his efforts to keep peace. Ever since he had joined he found a surprising aid and confidant in one Natasha Romanoff a.k.a. the Black Widow. A professional spy of Russian descent, Steve was able to work well with her when they first met, but with some weariness. Of course she was manipulative, it was how she had been trained, but over time and when the two of them had been forced into tight corners together, Steve could see the true Natasha.  
She had a good heart and regretted what she had been before. Being an Avenger was more than just a mission to her. For her it was a chance to redeem herself for her life as a weapon for shadowy puppet masters. She wanted a new life, just like Steve, and they had found it with each other.  
They had made Avengers Mansion their home.  
And now their home was being used as a prison.

"How did you get into Iron Man's armory?" Steve asked the prisoner.

"I didn't," said Osborn, removed of his armor and restrained to a table.

Spider-Man and Captain Marvel had brought Osborn to the mansion after attempting to take him to the Raft, assuming he had escaped from his cell and somehow stolen one of Iron Man's armors. But when they got there they were shocked to learn that Norman Osborn a.k.a. the Green Goblin, had never left his cell. This, along with the existence of several scars that didn't coincide with Osborn's medical records, raised numerous questions.

"We ran the DNA of the man in the cell as well as yours," said Steve.

"Let me guess 100% positive?" said Osborn, coyly.

"A clone?" asked Steve. "Time-travel?"

"Parallel Universe," said Osborn. "From where I'm from I'm a hero. The Iron Patriot."

"And let me guess we're all evil and have beards?" said Steve.

"I'm guessing that's a clever cultural reference but I'm afraid I don't get it," said Osborn. "I hope it's an obvious one. One any idiot on this little backwater pit of the Multiverse could understand."

" _Star Trek_ , Original Series," said Steve. "Peter got me the box set a while back. Captain Kirk's the tops."

"Can I please get the bad cop now?" asked Osborn.

"You don't want that," said Steve.

"It can't be worse than hearing you try and be funny," said Osborn.

Steve rose from his seat and left the interrogation room. Osborn turned his head to the one way mirror and smiled, giving a coy kiss to those watching.

"God what an asshole," said Carol, miffed more that Osborn had interrupted her and Peter's night than anything else.

"No argument," said Peter, his eyes focused intently on Osborn.

Steve came into the room, housing Spider-Man, Captain Marvel, Natasha, and Tony Stark, looking over the helmet Osborn wore.

"He's all yours Nat," said Steve.

Natasha nodded and existed the room, leaving the four heroes alone in the dark to watch.

"Find anything on the armor?" asked Steve to Tony.

"It's definitely similar to my design," said Tony. "Similar but different."

"Parallel universes in a nutshell," said Carol. "This always makes my head hurt."

"Assuming this Osborn is from a parallel universe," said Peter. "I don't trust him."

"Breaking New: Peter Parker doesn't trust Norman Osborn," said Tony. "Another fascinating discovery: Water is wet."

"That's enough, Nat's up," said Steve.

The watched as Natasha entered the room, Osborn not looking surprised.

"I'm guessing Parker told you not to trust me?" asked Osborn.

"It's common knowledge not to trust any Norman Osborn," said Natasha.

"Good idea," said Osborn. "I'm sure Stark's finding out that my armor isn't entirely like his."

"You've thought of everything haven't you?" asked Natasha.

"I've done my homework," said Osborn. "We've been watching this world for a while."

"Not earning trust points by admitting that you've been spying on us," said Natasha.

"You'll get over it," said Osborn. "So since you're probably just waiting for me to reveal to you all of my evil plan by appealing to my ego and get me rambling, can we just skip all of that and call that overdressed wizard."

"So he can verify that you are from another universe? asked Natasha.

"That is the most logical choice for you to make isn't it?" said Osborn. "Speaking of logical choices, you know you're benching the best person to talk to Norman Osborn in that little room over there right? The Bug, he and my evil twin have some history."

"None of it good," said Natasha.

"Same here," said Osborn. "Does that surprise you Parker? You and I never seem to get along. No matter what universe we're in."

The door opened and Steve stood partially in the door, motioning for Natasha to follow. The Soldier and the Spy then left Osborn alone, with him still looking at the one way window.

* * *

"Travel between universes," said Parker. "For an inferior, Osborn has outdone himself I will give him that."

"Careful my darling, he is still the enemy," said the sultry voice of the woman on the right side of his bed.

Parker chuckled, taking his attention from his tablet which showed the data collected from the hideout raid, and admired his bride. Carol Danvers-Parker known throughout the Reich as Domina Solaris, the strong mistress of the sun who would bring down cosmic fire upon all resistance to her glorious Reich.  
Comrades for years, she and Parker were two of a kind, both sought to serve the Reich gloriously and advance themselves within the Reich.  
They also found their genetics to be highly complementary and such a pairing between them was only logical.

"Of course dear," said Parker. "But a rabbit can show some cleverness when it runs from the wolf. It however doesn't disguise the rabbits cowardliness and weakness. He tried and failed numerous times here, always unable to find the strength to be more than a pest to the Reich, and now he turns tail and runs to seek help from another world. Utterly pathetic."

"What makes you so sure he's coming back?" asked Carol, pressing her nude breasts to Parker's chest.

"Osborn has sworn to kill me," said Parker. "As I have sworn to kill him."

Parker felt another form move from the left side of the bed and another blue eyed, blonde haired woman snuggled next to him. Gwen Stacy, Parker's second bride.

"Just like what happened to that little twerp of his right?" asked Gwen.

"Of course," said Parker. "Now, I think that's enough of business for now. Let's see which of you can squeeze out the greater Ubermensch to carry on my name."

* * *

Back at Avengers Manor, the Sorcerer Supreme Dr. Stephen Strange examined the helmet, using his knowledge of the energies of the multiverse to determine its origins.

"This is definitely not from our version of the Earth," said Strange. "And I had felt a...

"Disturbance in the force?" said Peter.

"For lack of a better term, yes," said Strange. "A tear in the fibers of the Multiverse pretty much around the time you were fighting the Sinister Six."

"So he's telling the truth," said Carol. "At least that part."

"Doesn't make him a good guy," said Peter.

"Doesn't necessarily make him a bad guy either," said Steve.

"He didn't exactly help his case," said Peter.

"We should at least hear him his full story," said Steve.

"No," said Peter. "I should."

The group gathered in the meeting hall looked at Peter with a mix of concern and unease.

"Absolutely not," said Steve. "You can't be objective with him."

"And if he's got a Peter Parker he hates on his Earth neither can he," said Peter.

"Doesn't exactly help your case," said Tony.

"Look he's not going to respond to Steve or even Natasha," said Peter. "The scar tissue on his body, it looks like he's no strange to torture, and I'm willing to bet he's endured a lot of serious interrogation, whatever his world is like. If you want to get under his skin to find the truth I'm the one to do it."

"And what he's able to turn the tables?" asked Steve. "Get under your skin."

"He's Norman Osborn, of course he's going to get under my skin," said Peter. "But it has to be me if you're going to get any genuine reaction."

The rest of the Avengers stood silent, each one contemplating what Peter said. For her part Carol looked on with concern. She had known just how deeply Peter and Osborn hated one another, and it appeared that was the case even on different universes.

"If I even believe you're close to losing it in there I am pulling you out," said Steve.

"I can work with that," said Peter.

* * *

Norman sat whistling in the room when Peter Parker walked through the door and took a seat across from him.

"I wondered if they'd allow you in here," said Osborn.

"They weren't exactly happy about it," said Peter.

"Obviously," said Osborn. "My evil twin's given you some serious trouble in the past."

"That's putting it lightly," said Peter.

"I know," said Osborn. "Killed your girlfriend did I? Cry me a river."

Peter tensed and from behind the one way window the Avengers watched in concern.

"So you are from another universe," said Peter. "I'm a bad guy and you're a good guy."

"Pretty much," said Osborn. "Just like...what was it that Rogers said?"

" _Star Trek_ , there's an episode where the crew find themselves in a mirror universe where instead of noble explorers they're vicious conquerors," said Peter. "Created a whole evil goatee cliche, it's a good show. Everything turns out great for mankind, the future's a hopeful one."

"We don't have that where I'm from," said Osborn.

" _Star Trek_?" asked Peter.

"Hope," said Osborn. "The American Dream was shattered seventy years ago. When HYDRA overthrew the Nazi regime and developed the bomb before we could. They nuked New York among other cities. Rebuilt them in their image naturally, walking right over any and all resistance."

From his place in the observation booth Steve became greatly disturbed by this. The idea of another world in which he had failed in his mission. In which the nation that he loved had been destroyed and conquered.

"And I'm supposed to be a HYDRA agent in this world?" asked Peter.

"Not just an agent," said Osborn. "You're in a place of high command in the Reich. The Crawler, that's what you're called where I'm from. Praised in the HYDRA controlled propaganda media, overseen by J. Jonah Jameson."

The mere idea of J. Jonah Jameson praising any version of Spider-Man was unbelievable to Peter. It was almost enough for him to begin to wonder if this Osborn was telling the truth.

"So I'm a high ranking HYDRA official, considered a hero to an oppressive regime," said Peter. "So how do you fit in?"

"I was raised within the Reich," said Osborn. "I had been deemed worthy of honorary citizenship. My scientific genius earned me a respectable place within one of the Reich's best technological firms. My genetics were screened and I was allowed to breed. I had a son, Harry. But while I worked and bred for the Reich, it was all an act. I began to work on my own little project, hiding it from the Reich overseers. Creating something that was powerful enough to stand up to their super-human agents, a symbol to rally my countrymen. The Iron Patriot, and I wasn't alone. I had friends and allies. Otto Octavius, perhaps my closest friend and truest ally. Did you ever question why that robot you fought earlier froze?"

"You hacked a robot built by a parallel version of your best friend?" asked Peter.

"Otto and I had developed something similar and I was able to deduce the codes that Otto most likely would have used," said Osborn. "If I hadn't, you've died, although...the idea of Peter Parker dying in front of me is one that has always given me comfort."

"I'm guessing we don't have a good history on your Earth," said Peter.

"No," said Osborn. "I was able to carry out my mission secretly for some time until the Crawler found out. We had fought plenty of times before but after he found out my secret it got even worse."

"How so?" asked Peter.

"The Crawler threw my son from atop the Frederich Nietzsche bridge," said Osborn.

Harry Osborn, on this world he had been Peter's best friend, even with the discovery that Harry's father was his greatest enemy. And his descent into madness and death, weighed heavily on Peter's heart.  
But to hear that on some other world that he himself had murdered Harry, the same way the Norman Osborn of his universe had once killed his beloved Gwen Stacy, it was almost too much to bear.

"No," said Peter. "That's impossible."

"Oh but it is," said Osborn. "And you think you're having trouble even believing whatever I say, given your own history with my doppelganger. Imagine how I feel, talking to the murderer of my son. You want more proof? I'm sure Stark's having trouble accessing my armor's data files. Password protected, the password is 'Harry'. I brought all the goodies Parker. Enjoy, seeing yourself as the villain in my story."

There was a sadistic smirk on Osborn's face, the kind that had haunted Peter for years. Feeling as if he would soon be unable to restrain himself, Peter left, slamming the door as he ran out of the room. All the while Osborn couldn't help but chuckle. While he wasn't the Peter Parker he had hated for years, it still felt good to see anguish on one who bore the face of his hated foe.

* * *

Steve had decided to call on all active Avengers available in the city. Including Scott Lang and Hope Pym, Ant-Man and the Wasp. The Incredible Hulk, the gamma powered alter ego of scientist Bruce Banner. Jessica Drew alias Spider-Woman. Clint Barton alias Hawkeye, Sam Wilson alias the Falcon, James Rhodes alias War Machine, and from the realm of Asgard, the might Thor, god of thunder. Wolverine also showed up, although still miffed at being left with the cleanup from yesterday.  
Once Tony had accessed Osborn's files, the password being what he had told Peter, Steve thought it best that as many members of the team bore witness to this potential omen as possible.

"Alright, here we go," said Tony.

He had positioned the helmet almost like a movie projector and the holographic display soon came on, showing a very different world indeed. They beheld archival footage of HYDRA stormtroopers marching down the desolated remains of Washington D.C.  
Iconic monuments of American history destroyed, such as the Lincoln Memorial, the Washington Memorial, and even the White House and Senate. Footage of Mt. Rushmore being demolished by HYDRA weapons. And the stars and bars being replaced with the tentacles skull of HYDRA.

"Seventy years worth of alternate history," said Tony. "I have a feeling it just gets worse."

"Is there any chance that this is fabricated?" asked Rhodes.

"None, I checked myself," said Tony. "All of this is one hundred percent genuine."

"My God," said Jessica. "What about the rest of the Allies?"

"If anything they lost too," said Steve.

"What about us?" asked Clint. "Osborn said Pete's double was on their side, what about the rest of us?"

"One second," said Tony.

The history lesson ended and a new screen came up. Showing images of several of the Avengers, all with different code names and bearing the colors of HYDRA.

"The Crawler a.k.a. Peter Parker," said Tony. "Domina Solaris a.k.a Carol Danvers-Parker. Jessica Drew a.k.a. Arachnae, oh and my personal favorite Tony Stark a.k.a. Iron Cross. That's just to name a few."

"God damn," said Clint.

"That's not the worst," said Tony.

"We're HYDRA agents and we're oppressing an entire world, how can that not be the worst of it?" asked Jessica.

"HYDRA Supreme Steven Rogers," said Tony, putting the image of their beloved Captain America standing tall in full HYDRA dress uniform. "And the ultimate benefactor of the HYDRA Regime...Thor Odinson."

"Nay!" yelled Thor, as the image of him holding the HYDRA flag took over. "The Son of Odin, no matter which realm would never aid the forces of Evil."

Captain America for his part remained silent. Seeing how discouraged his friend was Tony shut off the projection.

"We're going there aren't we?" asked Logan.

"Do you even need to ask?" said Carol. "Of course we're going."

"Hold on shouldn't we run this by Fury or maybe Brand since this might be more in her wheelhouse?" asked Rhodes. "I mean we should get more organized before we start storming a parallel universe. We could be risking a damn inter-dimensional war here."

"Those people have been suffering under HYDRA rule for seventy years, Osborn was desperate enough to breach universes to seek help," said Clint. "I think they've waited enough for help."

"Besides if they had any idea he was going to another Earth they could be plotting an invasion of their own," said Natasha.

"They might also think he's dead and don't even know about us," said Rhodes. "We might go in trying to make things better for them only to make things worse for us."

"And knowing how there is an entire planet suffering under HYDRA and doing nothing is a better alternative?" asked Jessica. "Pete, come on this is the whole Great Power, Great Responsibility thing you're always on right?"

"Well yeah...but..." Peter could not finish his sentence.

"But what?" asked Clint. "Don't tell me you're still hung up on this Osborn?"

"Kind of," said Peter. "Look, I get it, this is bad and we should do something about it. But...don't expect me to really believe anything any Norman Osborn says."

"We should at least send an away team to verify if all of this is true," said Natasha. "Get solid information and then come back so we can organize a plan."

"Of invasion," said Rhodes.

"Of salvation friend Rhodes," said Thor. "I cannot look away from a world suffering under my own hand."

"And I'm not exactly happy that I'm another world's Adolf Hitler," said Steve. "Back when Hitler was on the rise in the 30s, we as a nation were hesitant to intervene even though we knew what he was doing was wrong. Even when the war officially began we didn't do anything until it affected us. And if this world's HYDRA is as evil as ours then they're not going to stop at one world. Eventually they will find out they're part of a multiverse if they don't already. We can't just do nothing and wait for them to attack us. We're going to intervene and save that world. We'll do what Nat suggested. We'll take Osborn and an away team to get intel and help whatever Resistance there is to get a foothold on that world. Then we'll come back and organize with Fury. We'll take one hour prep time, Tony can organize the away team, and we'll met up at the hanger."

The team then split to the various parts of the mansion, the prepare physically as well as mentally. As Peter began to leave the meeting room, Carol touched his arm and drew him aside.

"Peter, I know how hard this must be for you," she said. "It's not exactly easy for me either."

"Yeah, now I know how Kirk felt," said Peter.

"Obvious pop culture reference, at least you're sense of humor is intact," said Carol.

"Unfortunately," said Peter.

Carol couldn't help but chuckle and she also recalled something else of importance from the projection.

"At least we're still together there," she said. "I couldn't help but notice I hyphenated. And that reminds me, I've had something in my boot that's been bugging me for a while."

Carol lifted her leg and took off her boot. Bringing it up she poured out a ring onto her hand.

"Yeah," said Peter. "I guess with everything I forgot I had been meaning to..."

"Yes," said Carol.

"Really?" asked Peter.

"If even our evil twins seem to make it work, we should be able to do better," said Carol. "I don't think we should tell the others though. I know Jess is going to bring up how evil us are a thing when she and I get a moment alone and I think we should just wait until this is over before we let them know."

"Yeah, better to deal with the army of super-villains before the wedding," said Peter. "Hey, that'd a first for a superhero wedding."

Carol took off her right glove and put the ring on her finger, before concealing it with the glove again. The two heroes then held each other close and kissed, ready to go into this new adventure and all others together.

* * *

Retreating to his quarters, Cap finally allowed himself to breath. Sitting on the bed he placed his hand between his knees and inhaled. This was his worst possible nightmare, a world where not only had he failed to stop HYDRA evil agenda but he was in fact leading the evil order.

"Steve?" asked Natasha, entering the room.

Raising his head Steve saw the worried eyes of his lover and could not find it in himself to raise his defenses. She took his head and pulled him close to her body, allowing him to hear her heartbeat.

"I cannot imagine a world in which I lead HYDRA," said Steve. "A world where I died fighting against them. Failing in my duty perhaps. But to lead them. I can't imagine that Nat."

"I know," she said. "I know. But that man, that thing isn't you. He couldn't be you."

"He still has my name, my face," said Steve. "He has an American name, he might have been born at the same time I had been. I just don't know how he could be the leader of HYDRA."

"It doesn't matter," said Natasha. "He's not you. He's a monster and we are going to stop him."

Natasha held Steve closer and allowed her warmth to fill his wounded soul.

* * *

The hour passed and the away team had assembled. Captain America, Iron Man, Thor, Strange, Hulk, Spider-Man, Spider-Woman, Captain Marvel, Ant-Man, Wasp, Black Widow, Hawkeye, Wolverine, and Osborn the Iron Patriot.

"Not exactly the cavalry I was hoping to bring back," said Osborn.

"This primarily for intelligence gathering Osborn," said Steve. "Once we're able to get a solid confirmation of the conditions of this world and aid offered to the Resistance we'll be coming back with more numbers and aid."

"If you survive," said Osborn. "The Overlords are ruthless and whatever prisoners they take don't last long."

"But there is a Resistance isn't there?" asked Tony.

"Barely now," said Osborn. "We call ourselves the Resistors. We keep ourselves in smaller groups across the country so we're not one large target. My squad is most likely dead now. Their last mission before I left was to gain the operating data needed for our trans-dimensional machine to work. The Crawler had found them and was leading a raid on our hideout when I left."

"I'm sorry," said Steve.

"They were good men," said Osborn. "Limelight would call us the Star Spangled Six."

"Limelight?" asked Logan.

"On this world he's better known as Mysterio," said Osborn. "Expect a few different names for similar people. Limelight, Longhorn, Eagle, Rattlesnake, Rancher, with myself or Otto Octavius a.k.a. Kraken taking positions of leadership. The Star Spangled Six, constant pains in Crawler's ass. They're all most likely dead now."

"If that's how you give a pep talk, I'm guessing you suck as a leader," said Peter.

"That's enough now," said Steve. "We'll be essentially behind enemy lines for at least 42 hours. After that we come back with all the intelligence we've gathered and brief Fury on the situation. If he's able to convince the security council that HYDRA Earth is a threat we'll be able to go in with greater numbers and better support for the Resistors. Any questions?"

"Yeah, what do we do if we run into mirror us?" asked Scott.

"It'll be best if we avoid confrontation with our doppelgangers as best as we can," said Steve. "We know exactly how strong we are and we can only assume that our doubles are just as powerful. Only without any moral safeguards we have in regards to our abilities."

"I'd recommend you lose those safeguards," said Osborn. "They'll get you killed and we are at war."

"You don't have to remind me Osborn," said Steve. "But you came for our help. We'll win this war our way."

"Fare enough," said Osborn. "Now can you tell me how we're going to get to my Earth? My way was mostly a one way ticket."

"Relax, this isn't our first multiverse rodeo," said Tony.

Activating a switch on his armor, an impressive Quinjet plane rose up from the floor.

"Thor and Strange will open a gateway leading to your Earth and we'll just fly right through it," said Tony. "And the Quinjet is radar invisible so we should be able to enter enemy airspace undetected. I've also equipped this with a cloaking devise so we can leave it without too much fear of it being found."

"Impressive," said Osborn. "Now, shall we get this show on the road?"

The team boarded the Quinjet and the Sorcerer Supreme and the Son of Odin began to work their magic, literally, and a door through space and time opened through. And without fear or hesitation, the away team flew through to a world devoid of hope.

* * *

"And we are passed the stargate," said Spider-Man. "No fancy hotel room though and I'm not seeing myself as an old man."

 _"Focus,"_ said Iron Patriot. _"We're here."_

"Don't worry about Pete, he's focused," said Ant-Man. "He's just a wise ass."

"Thanks ant," said Spider-Man.

 _"I'm activating the stealth mode,"_ said Iron Man.

The Avengers looked out of the windows of their craft and saw just how different New York was in this world. There were buildings they didn't recognize, decorated in the style of HYDRA cared right into the concrete. And the streets were filled with a green, eerie fog.

 _"The skyscrapers house those privileged true HYDRA citizens and those select few who managed to work their way into some relative comfort,"_ said Osborn. _"The rest is essentially one giant ghetto, for those less fortunate Americans. There's still enough radiation from the nuke to mess up people down there. Low level mutations, mass sterilization, really it's all an extension of the sewers. And don't even get me what's in the actual sewers."  
_

"This is horrible," said Spider-Woman.

"Is there any chance you have an operational base in the city?" asked Captain America.

 _"Our last one was compromised when I left,"_ said Iron Patriot. _"We're better off leaving the city and heading to..."_

Iron Patriot coudln't finish his sentence as an oncoming flying object rammed the Quinjet at an alarming speed.

"What the hell?" yelled Hawkeye. "Tony, I thought you said we were cloaked."

 _"We are,"_ said Iron Man.

 _"Cloaking field disengaged,"_ said the onboard navigation.

 _"We were,"_ said Iron Man.

Spider-Man began to feel a very familiar ringing in his skull.

"Uh-oh," he said.

The Quinjet suddenly began to move as if it were being tugged on by some powerful force.

"Damn it, we've got a hitchhiker," said Carol. "I'll take care of them."

Iron Man activated the window on her part of the ship and Captain Marvel launched out like a red and blue rocket. Flying over to where the object struck she gasped when she saw what, or who, had grabbed them. Dressed in black and dark green, the tentacles of the HYDRA logo wrapping around her breasts, just like the file image. Domina Solaris, Carol Danvers-Parker.

"Blonde hair, blue eyes," said Domina Solaris. "A true Uberfrau, if not but a pail copy of me. Still, you should be fun to play with."

"There's nothing super about you," said Captain Marvel.

She charged her fists and prepared to unleash a blast of energy at her doppelganger. However before she could, Domina Solaris summoned her own energy and formed what appeared to be a whip. And before Captain Marvel could attack, Domina Solaris struck out and her energy whip found itself around Captain Marvel's neck, releasing a powerful surge of energy.

"On your world, I'm sure you're powerful," said Domina Solaris. "But this isn't your world. There is no hope for you here."


	3. Warm Welcome

**Chapter Three: Warm Welcome.  
**

Pulled down by the energy whip of her evil doppelganger, Carol found herself gasping for air.

"You're the aid Osborn sought out?" laughed Domina Solaris. "Pathetic."

"Then test my strength witch," yelled voice of the mighty Thor, who threw his great hammer Mijolnir.

Domina Solaris attempted to create an energy shield, but the force of Thor's hammer was undeniable, and broke her defense and possibly her arm, sending her away from the jet.

"Are you alright friend Carol?" asked Thor, calling back his hammer.

"I'm fine," said Marvel, gasping for air. "How the hell did they find us so fast?"

 _"Worry about that later, your evil twin ruptured the fuel tank, the bird won't fly,"_ said Iron Man, flying out of the jet with Cap and Widow in tow.

 _"If we can get out of the city we can attempt to meet up with another cell of the Resistors that's fairly close buy,"_ said Iron Patriot, holding onto Hawkeye.

Hulk leaped out holding onto Spider-Man and Wolverine. Ant-Man and Wasp shrank down and held tight in Hulk's ear. Strange and Spider-Woman levitated not far after them. Thor and Captain Marvel joined with them and allowed the damaged Quinjet to fall.

"How the hell did these lunatics find us so quickly?" asked Spider-Man.

"We'll worry about that later," said Cap. "For right now we need to put some distance between us and the enemy."

"If evil me is anything like me, she won't be down for long," said Captain Marvel.

Spider-Man's spider-sense suddenly began ringing yet again.

"I think she's ready for round two," said Spider-Man, noticing how Domina Solaris was flying up at top speed.

Captain Marvel acted quickly and intercepted her double. Her fists struck out like jack hammers, blocked by the energy shields her evil twin put up.

"Pathetic," sneered Domina Solaris.

She managed to land a kick in Marvel's abdomen, forcing her back, and drew forth an energy sword. Marvel managed to dodge her various strikes and eventually grabbed Domina's wrist and gave it a hard twist.

"None of that Darth Bitch," hissed Marvel.

 _'Making pop culture references, Pete's definitely been rubbing off on me,'_ thought Carol. _'Wow that sounded wrong.'_

As Domina continued to try and wrestle her heroic doppelganger, Carol failed to notice a lone figure on a low building beneath her. A lowly bowman who drew back his bow and let his arrow fly.  
As many of the other heroes were focused on the escape, one was focused on Carol's fight and noticed the arrow.

"Carol, behind you," yelled Spider-Man.

Carol managed to get the message and turned to catch the arrow. Only for a dark ooze to shoot out of the arrowhead and began to cover Captain Marvel, sapping her strength as she tried to resist.

* * *

Hulk had landed on the fog covered ground and he, Wolverine, and Spider-Man began traveling in the direction of Carol's fight as the ooze continued to cover her.  
Spider-Man leaped ahead, shooting a web line onto the nearest building and pulling himself upward. By the time he landed, ready to swing out again, he once more felt the ringing of his spider-sense. He leaped away from the fire of an oncoming arrow, an explosive arrow by the looks of it.

"Looks like we've met this world's Barton," said Wolverine, popping his claws.

"That's not all," said the voice of Peter Parker.

Looking behind them, Hulk and Wolverine saw this world's Spider-Man, the Crawler, squatted upon a street light.

"Oh, this is just wonderful," said the true Spider-Man.

"How colorful your costume is," said the Crawler. "But the flag that bore them long dead. And nothing, not even Osborn's army of pitiful copies can resurrect it."

"This bug's just as talkative as ours," grumbled Hulk.

"Yeah, only this one you can smash," said Wolverine.

"Gladly," said Hulk, cracking his massive knuckles.

"Oh wonderful," said the Crawler. "At least you don't seem to be as annoyingly optimistic as the beast we have here."

"Enough talk, Smash," yelled Hulk, leaping to his enemy.

The Crawler however proved to be faster, leaping away from Hulk, and using him as a stepping stone to charge at Wolverine. Wolverine attempted to impale the Crawler on his claws, but from the back of the suit, four spider-like legs came forth and upon touching the ground, drew the Crawler away from Wolverine's reach.  
Taking advantage of the mutant's loss of balance, the Crawler shot out two web lines at this feet and lifted him upward. He then began quickly cocooning Wolverine in his webs, quickly binding his arms to render his claws useless.

"Pathetic," said the Crawler.

"Hey, pick on someone your own proportional size," said Spider-Man, leaping onto Crawler.

Noticing how the Crawler's suit was similar to his Iron Spider suit, Spider-Man struck at the back and deactivated the limbs, bringing the two of them to the ground.

"Osborn actually went after my double? How it must have pained him to ask his own son's killer for aid," laughed Crawler.

"And here I thought I would never get tired of my own voice," said Spider-Man, striking Crawler across the face.

Crawler responded by striking Spider-Man, and the two continued on, rolling along the ground as they went.

"Alright, break it up you two," said Hulk, picking both of them up by the scruff of their suits.

He held a tight grip on Crawler but released Spider-Man.

"Go help Marvel, I've got Logan and this bug," said Hulk.

"Thanks jade jaws," said Spider-Man.

Before Spider-Man could move, his spider-sense rang again.

"Oh for god's sake..."

The street below them shook and gave way. As the three heroes fell through the ground, Hulk's grip on Crawler lessened, allowing the villain to escape.

* * *

Back in the sky Captain Marvel had been completely caught in the black ooze. Domina Solaris caught her before she began to fall, struggling against the squirming hero.

"Go ahead, tire yourself out," said Domina. "You'll need all the rest you can get."

"Unhand her villain," yelled the voice of Thor.

The god of thunder was about to throw his incredible hammer before an oncoming missile drew his attention. Striking it with a bolt of lightning, Thor once again sought to aim for Domina Solaris, and saw the oncoming fleet of HYDRA jets coming from an oncoming Hellicarrier.

 _"Thor, pull back now,"_ yelled Osborn through Thor's com-link.

"The Son of Odin does not abandon his comrades," said Thor. "Let these armies come forth."

 _"Thor, we don't have a choice right now,"_ said Cap. _"Give us a storm for cover and we can regroup. We're not leaving anybody."_

Thor had fought by Captain America's side long enough to know that he would never willingly abandon a comrade in arms. His word was true and Thor had absolute trust in his friend.  
Swinging his hammer by its leather thong Thor summoned forth a powerful gust of wind, rain, and thunder clouds, throwing the oncoming fleet into disarray. Before leaving he was able to get one last glimpse of Domina Solaris flying away with Captain Marvel.

"Lady Carol, we will return for you," said Thor. "I swear."

* * *

The Avengers and Osborn flew off until they were in dense woodland areas, well outside of the city. Once they had landed, Thor promptly knocked Osborn onto the ground.

"They knew we were coming," said Thor. "It was a trap."

"These people rule the world," said Osborn. "They didn't do that by being idiots. They most likely got intelligence from their raid on my hideout the moment I traveled to your Earth. It was just as much a trap for me as it was for you."

"That doesn't explain how they were able to find us so quickly," said Hawkeye. "We were even cloaked for god's sake."

"We'll figure that out later," said Cap. "Right now we need to get back and get our friends."

"No can do Rogers," said Osborn. "We're meeting up with the closest Resistor cell to plan our next movie to take down the Reich."

"I'm not leaving my comrades in enemy captivity," said Cap.

"In case you've forgotten this is a war," said Osborn. "There were bound to be casualties. They knew the risks when they came here."

"Don't lecture me on war Osborn," said Cap. "I know war, but Peter, Carol, Logan, Scott, Hope, and Bruce aren't dead. And we are going back for them."

"Only Danvers was captured," said Osborn. "Parker and the rest just fell down a hole. If they're half as tough as the versions I've fought they'll be fine. And if your Parker and Danvers are anything like mine, he'll be heading straight for her."

"Wild horses couldn't keep Pete from helping Carol if she's in trouble," said Jessica. "Still, I'm not going to let my best mate be beaten to a pulp by some fifty rate Fourth Reich rejects. "

"We do not have time," said Osborn. "If they found us before they can find us again and fast. We need to meet up with a Resistor cell in Boston, they can give us shelter and help us organize a plan of attack."

"Plan of rescue," said Cap. "We'll meet up with your people Osborn but after that out objective is rescuing our teammates."

"Not much faith in your teammates ability to get themselves out of a jam eh, Rogers?" said Osborn, with a smug chuckle.

"Mock not our proud comrades Osborn," said Thor. "Lest the Son of Odin show you his true wrath."

"I've felt the Son of Odin's wrath," said Osborn. "Just wait until you meet the Thor we got over here."

"I relish the opportunity," said Thor.

* * *

In the sewers, Ant-Man and Wasp crawled out of Hulk's ears and grew to normal size.

"You get Logan I'll help Spidey up to his feet," said Ant-Man.

"Got it," said Wasp.

The two heroes leaped off of Hulk, as he himself got to his feet, and shook off the rubble.

"You two couldn't have gotten big before," grumbled Hulk.

"You're not exactly the easiest thing to ride," said Ant-Man.

"Don't say it like that," groaned Spider-Man, holding onto Ant-Man. "Have you been hanging around Deadpool lately?"

"I knew seeing your evil twin wouldn't kill your sense of humor," said Ant-Man.

"Unfortunately," said Logan as he freed himself from Crawler's webs. "I guess we just got the receiving end of their version of Quake."

"It doesn't look like they're coming in after us," said Wasp.

"Probably betting on this world's version of Morlocks to get the job done," said Logan. "Assuming there even are mutants on this Earth."

"Either way we should get moving," said Spider-Man. "We're practically fish in a barrel here."

* * *

As the five heroes moved along the tunnels, moving out of view of the large gaping hole. Above them, Crawler, the archer Deadeye, and the agent known as Tremor stood a ways way.

"I doubt that fall killed them," said Deadeye.

"As do I, but I have more pressing issues," said Crawler. "My Domina has a new toy and she's desperate to play with it. I wouldn't want to miss that."

"What about them?" asked Tremor.

"If the Rejects don't get them, Cockroach and Mosquito will," said Crawler.

"Do you really expect them to kill the intruders?" asked Deadeye.

"No, but slow them down," said Crawler. "I'm curious to know if that Peter Parker cares for his Carol as I do. If he does he'll be in my web soon enough."

* * *

"One thing's for sure, New York's sewers stink no matter which universe you're in," said Spider-Man.

"Be glad you don't have my sense of smell," said Wolverine. "If we don't get out of here I'll keel over."

"Suck it up," said Hulk.

Ant-Man and Wasp had shrunk back down and fluttered along ahead to scout out the area, leaving the three in tow. Hulk for the large part remained silent, same with Wolverine, but of course Spider-Man couldn't help from cracking a joke now and then. Of course Hulk and Wolverine both knew that internally he was worried about Carol. They knew he respected her strength, and because they respected him, although they would never willingly admit it while he was alive, they didn't bring up the issue.  
Cracking wise was just his usual means of coping with stress, they both knew his focus was always on the mission and he was dead serious about saving lives.

"God damn it," said Spider-Man. "Here we go again."

"Guys, we've got problems," yelled the voice of Ant-Man, holding onto the Wasp.

Behind them a fairly intimidating amount of cockroaches. And from behind where the Hulk stood the howls of tortured creatures.

"Shit," cursed Wolverine.

"Naturally," said Spider-Man, "we're in the sewers."

 **Author's Note** **: Slightly shorter chapter than the last one, but I hope it none the less is enjoyable for you guys. Next chapter, which I am going to try and get out on the Fourth, will show Carol's fate as well as more alternate characters in this HYDRA Earth. As well as the reason why the Overlords (my term for the evil Avengers here) were able to get the jump on the Avengers so quickly in this world.  
Also Tremor is the evil version of Quake a.k.a. Daisy Johnson, daughter of Mr. Hyde, able to make Earthquake like vibrations, and one of Nick Fury's most trusted agents. You might have seen her in 'Agents of S.H.I.E.L.D' as a character originally called Skye.  
**


	4. Land of Missed Opportunities

**Chapter Four: Land of Missed Opportunities**

Carol felt a slight chill in the air as she began to stir. The last thing she remembered was being covered in some kind of ooze that suffocated her and seemed to drain her power.

"Oh dear, she's waking up," said her own voice, but not from her throat.

Fully awakening she found that she was in a white concrete room with a single door and before was her doppelganger Domina Solaris, and a woman who was supposed to be dead, both of them holding her uniform in their hands.  
Gasping, Carol looked down and found that she had been stripped naked and was strung up by what appeared to be webbing.

"Hello darling, you've already met Domina, Gwen Stacy-Parker at your service," said the other woman.

"Sister wives?" asked Carol. "At least I don't need help satisfying my man. I guess neither of you are enough woman on your own for your Peter."

Domina formed another energy whip and struck Carol across the chest. Carol hissed in pain, holding back the yell, gritting her teeth, but not giving them the satisfaction of a scream.

"Kinky," Carol gasped. "So what? Am I going to be used as some kind of fetish for the two of you? Or Crawler? How much money you wanna bet that my Peter's bigger?"

"She's a tough one," said Gwen. "Even when drained of power."

"She'll still break though," said Domina, striking Carol once more across the chest.

Carol spat back at her doppelganger, in response Domina took the whole of her uniform, and burned it away with her energy.

"So I'm stuck here butt naked, so what?" hissed Carol.

Domina smirked and from her pocket she pulled out a ring, Carol's ring.

"Not very impressive," said Domina. "Your Peter clearly hasn't capitalized on what his abilities truly can do for him."

"Oppress and terrorize?" hissed Carol.

"Conquer and control," said Gwen. "While we do owe much of the glory that is our regime to old Adolf, we're not as idiotic as he was. His idea of a Master Race based off his little perversions of the great philosopher however have been useful. HYDRA has bred a race of supermen, and superwomen. Stronger, smarter, braver, and more beautiful."

On the last word Gwen copped a feel of Domina's impressive chest and moved to undo her zipper.

"I hear the same thing from my HYDRA," said Carol.

"Even HYDRA is inferior on their world," sighed Domina as Gwen began to play with her tits.

"You guys are just as dull and unimaginative as the HYDRA on my Earth," said Carol. "Always going on about how you're fighting for peace through order when in the end you're nothing but a bunch of lunatics looking for your sick kicks by beating on people you perceive as being weaker than you."

"People just like you," said Domina, whipping Carol once again.

The pain was intense, but Carol held back a scream, feeling as she might break her teeth they were clenched so tightly. Reeling from the pain she shot a dirty look back at her captors, who only smiled sadistically.

"Allow me a chance dear Domina," breathed Gwen.

With a wave of her hand, Carol began to hear the sound of hundreds of crawling legs. Looking up at the webs that held her she saw hundreds of spiders crawling down towards her exposed body.

* * *

In the world they knew, the New York sewers acted as home to a group of mutants called the Morlocks. Mutants who were too physically distinct to blend in to society as most mutants could. They had managed to thrive, even build something of a tribal society down there.  
Here, they seemed more akin to their literary counterparts as they fumbled along one another. Their bodies were covered in burns and blisters, no doubt due to the exposure to the radiation in the slums.  
Their eyes glowed green and lifeless, as if they were mere shambling corpses animated by the radiation.

"You know when I think of mutants in the sewers they're usually eating pizza and talking like 80's surfer boys," said Spider-Man, kicking a Morlock in the face. "Not _Re-Animator_ rejects."

"Those kind aren't so helpful," said Hulk, bashing away some of the larger Morlocks.

"If I have to die listening to anyone talking about those damn kung fu frogs I'm going to come back and kill your ass," growled Logan.

"They're not..."

"PETER NOT NOW," yelled Wasp, blasting away the cockroaches that were surrounding her and Ant-Man.

Ant-Man had summoned forth a swarm of ants to help deal with the cockroaches. As his ant soldiers did battle with the roach enemies he couldn't help but notice how it indeed looked like there was some intelligence coordinating the roaches.

"Seriously, what self respecting person uses Cockroaches?" cried out Ant-Man, riding a flying ant.

"The kind that acknowledges the benefits of vermin in warfare," said a coming from the roaches.

Looking down Ant-Man saw a man in a brown suit riding on a cockroach.

"In times of war enemy soldier would unleash plague rats and other vermin to spread disease and infection upon the protectors of the castle," the man said. "Such a wonderful and effective means. Cheaper and more reliable than any gun or sword."

"Alright you're a total freak," said Ant-Man, urging his and to charge down at the man riding the roach.

As their two mounts attacked one another, Ant-Man leaped on the Cockroach man, wrestling him to the ground. Wasp went to aid her partner when suddenly a new insect invasion threatened to overtake her. A swarm of mosquitoes surrounded her and before she could respond, Wasp was grabbed from behind and forced to the ground.

"Such a pretty thing," a feminine voice said above her.

Forcing her head to turn Wasp saw the woman was wearing a similar suit to hers, but with a long needle on the mask.

"So pretty, so sweet, so cute," said the Mosquito woman. "I bet you taste so nice, so yummy."

"What the hell?" strained Wasp, attempting to get the woman off of her.

Her enemy struck her back with the needle and began to drain the blood out of Wasp's body.

"Hope," yelled Ant-Man, distracted from his fight with Cockroach, allowing him the time to strike.

"Better to yell out 'No, Hope', it works better," said Cockroach, getting on top of Ant-Man.

"Mosquito will drain her dry, she does like to taste things that bleed so," said Cockroach.

"Alright, I've decided I've had enough of you," said Ant-Man.

Activating the growth switch on his suit, Ant-Man grew at an accelerated rate, and slammed Cockroach against the roof of the tunnel, knocking him out. He then shrank just as quickly and kicked Mosquito off of Wasp.  
Without a figure to command them the Cockroaches scattered away as Hulk, Logan, and Spider-Man finished off the remaining Morlocks. Ant-Man quickly found the switch for Mosquito's size changing suit and once she reached normal size Spider-Man webbed her up and Logan knocked her unconscious.  
Ant-Man had Cockroach grow and Spider-Man webbed him up as well.

"A guy with a fascination with roaches and a crazed woman who likes sucking blood. Are all our doppelgangers complete lunatics?" said Wasp, growing to her normal size.

Ant-Man supported her weight as she had been weakened slightly by the blood loss.

"Could be worse, they could all be incestuous cannibals," said Spider-Man.

"Don't make this more uncomfortable than it is Spidey," said Hulk, brushing off a few remaining roaches.

"Killjoy," said Spider-Man.

"Cool it you two," said Wasp. "Let's get upside before we run into any more trouble."

"If this New York's sewers are like ours we should be able to get to the river fairly soon," said Spider-Man.

"Then we get Carol," said Wolverine.

"What about Cap and the others?" asked Spider-Man, not too surprised that Wolverine could tell what was first on his mind.

"They either know we can hold out and are going along with the mission or are ready to help us out the first chance they get," said Wolverine.

* * *

Osborn led the Avengers to Boston, Massachusetts. And upon their arrival it appeared there was another tea party going on. Ships bearing the HYDRA log were burning and being overrun by men in what appeared to be painted faces. Unlike the Sons of Liberty of the days of the Revolution, these men were not simply destroying tea. They acted with brutality and mercilessness. Killing and executing HYDRA soldiers without any mercy or restraint.

"Are those the Resistors you were talking about?" asked Cap, not entirely hiding his disdain.

He was no stranger to war, but these were no soldiers fighting. They cackled and laughed as they took blades to the heads of HYDRA soldiers and shot men on their knees. This was nothing short of a mob.

"No," said Osborn. "However...I can't really say we aren't at the cause of this."

"Mind explaining?" asked Cap.

"A while back I came up with a chemical that would increase people's aggression," said Osborn. "We've were able to get doses into people's food supply and the results have been useful as a means to distract HYDRA forces."

"You're drugging civilians and using them as bait?" gasped Spider-Woman.

"A necessary evil," said Osborn.

"You may not wear the green of the Goblin but as with out Osborn you have no honor," said Thor. "Captain, we must stop this madness."

"We don't have time," said Osborn. "Those people are so hopped up on my drug they're likely to attack us as well if we interfere. We need to meet up with my contact, Jim Hammond and his branch known as the Artificial Independents."

"Does Jim know about this drugging?" asked Cap.

"Of course," said Osborn. "I wouldn't be surprised if he's the one who okayed this recent drugging."

Cap clenched his fist tightly, both out of Osborn's callous sacrifice of civilians, and by the fact that his old friend Jim Hammond, the original Human Torch, even on a world as backwards as this, would agree to such methods.

"We'll go with you Osborn, but I want you to know that any trust I could have held in you is gone," said Cap. "If you want us to continue helping you these drugs stop being given to civilians."

"Very well," said Osborn. "Now let's get moving."

The Iron Patriot flew off with the rest of the team following behind him, Cap looking back again towards the madness on the ships as HYDRA reinforcements began to march in to quell the mob.

* * *

In what was once Washington D.C, HYDRA Supreme Steve Rogers sat upon his throne, hearing the reports of the day. The terrorist known as the Iron Patriot had indeed returned and with reinforcements from another world.  
Reports indicated it was just as his strategists had indicated, Osborn had brought in alternate version of them. No doubt from some backwards and chaotic world. Best tracked by using DNA from their own forces, double signals determining the locations of these invaders. One of their number had been captured by Crawler's forces, no doubt being placed under Crawler's extreme brand of interrogation.  
Rogers often got a stomachache when thinking of Crawler. Hedonistic and half-mad with his own power and glory. He also had a streak of sadism that Rogers feared would spread throughout the Regime if left unchecked. He had already attracted mad people like Cockroach and Mosquito, unstable and disgusting in both personality and mentality. He was beginning to become difficult to control

 _'I've put too much trust in him,'_ thought Rogers.

If there was a double of him among the invaders, things could get difficult for the Regime. Osborn was a ruthless terrorist who had managed to stir more than his fair share of trouble, but none the less he could be dealt with. That beast in the southwest was more troublesome, and not just because of his own incredible strength. But an alternate version of himself could cause true trouble for the order he had sought to create.

"Ready my transport, I'd like to speak with the prisoner Crawler has captive," said Rogers. "If she still has a jaw."

* * *

Osborn led the Avengers to an abandoned old tavern. Twisting the nozzle of one of the taps the back of the bar retracted, revealing a secret elevator.

"Used to be a speakeasy in the days of Prohibition," said Osborn. "Makes a good hideout for a resistance cell too. And don't worry, I let Hammond know not to kill you."

"I feel so much better about that," said Hawkeye as the team entered the elevator.

"I only prey there is one man of honor among your fellow Resistors Osborn," said Thor. "Your actions have shown close to none so far."

"In a world under control of tyranny honor is a commodity," said Osborn. "Whatever means are available to restore America to its former glory, no matter how deplorable, are made just by that end. This isn't like how you're used to fighting petty criminals on your Earth. This is a war against a dominating government that's more than willing to use even more deplorable methods to hold onto their power."

"You forget Osborn, I fought HYDRA when it was under control of the Red Skull, in its prime," said Cap. "And my team has battled enemies far more powerful and far more oppressive with odds even more stacked than you can imagine. Don't think we're not used to the risks and sacrifices we have to make. And don't think we're just going to stand by while you play fast and loose with civilian lives, no matter your cause."

"Those kind of words coming out of the mouth of Steve Rogers, you're definitely not our guys," said a man standing at the end of the elevator's run.

He was a blond man standing in a red and gold uniform similar to one of Steve's suits, the one he wore when he had to briefly take over for Nick Fury, his 'Top Cop' suit as Spider-Man had called it. Only this man's uniform held flames in the place of stars as well as the red and gold replacing blue and white. This was indeed Jim Hammond, whom Captain America had fought beside in the original war on his world. He was the first to bear the name of the Human Torch, and in many cases he was the first superhero, an honor many falsely gave to him if only because of how he had been promoted by the government at the time.  
At his side stood familiar faces to the Avengers. The Vision, the Awesome Android, the Super Adaptoid, and a woman dressed in rags with excessive burn marks on her skin and head.

"Wanda, give them a sweep just to be safe," said Hammond.

 _"Wanda? Dear god what..."_

"Quiet and let me work," said Wanda, interrupting Tony.

She ran a crimson hand across her view of the Avengers and the team felt their minds being infiltrated. Hammond brought up names and dates of people and incidents that the Avengers could not give answer to.

"That's enough Wanda," said Hammond. "These really aren't them."

"Told you so," said Osborn.

"Doesn't make it easier to work with people bearing the faces of the enemy," said Hammond.

"Believe me I understand," said Cap, throwing a glare at Osborn. "Although I'm familiar with your doppelganger. One of the finest men I've had the honor to serve with. And he would find your approval of drugging civilians just as deplorable as I do."

"Deplorable yes, but necessary," said Hammond. "We needed an opportunity to raid HYDRA storehouses and having a reenactment of the Tea Party seemed like a perfect distraction for the mission. We're not much here and with the Star Spangled Six gone...oh, Norman...I'm sorry. None of them survived."

"I figured as much," said Osborn. "No time to mourn for now. We would have been sooner with some greater number but they got the jump on us somehow. The enemy knows we're here. If anything this location isn't safe anymore."

"They'd find us sooner or later," said Hammond. "I'm just glad that mad plan Victor came up with worked."

"Victor?" asked Spider-Woman. "Don't tell me you're talking about Victor Von Doom?"

"A different man than the one you know," said Osborn. "The best example of successful rebellion we have. He led the Latverian Liberation Front and thanks to his scientific and strategic brilliance led to the complete liberation of Latveria. And he's managed to keep HYDRA out of his nation for years now. He was the one who was able to map out a universe with the kind of help we need and observe it. He passed on that data to me since I was already in New York and with Otto's help we were able to enact upon it. He had been able to hid the necessary information in HYDRA's own data banks. Retrieving the data was the last mission of the Star Spangled Six. Their final sacrifice for the cause."

"Okay so even Doctor Doom is a good guy on this Earth, what's next?" said Hawkeye.

"That's enough alternate history for now," said Osborn. "Jim we need a way to get to New Mexico. We're need to carve out a stake here with these people's help and we need the best and strongest to do it."

"You really think the good Sergeant will even give you the time of day?" asked Hammond.

"Sarge and I have our differences but he's the biggest hero we've got on our side and he's been an even bigger pain HYDRA's neck than I have," said Osborn. "If anything he's the one to get them and others on our side more than I am."

"Uh, hey we're still here. Don't talk like we aren't," said Black Widow. "Who are you guys talking about?"

"The biggest, strongest, most...charismatic man we have," said Hammond. "The best man to show you we are in the right despite what we've been forced to do. Sergeant Smash."

"Sergeant Smash? With a name like that you know that's got to be old Jade Jaws," said Spider-Woman.

"Big and strong I get but charismatic? I'd love to see that," said Hawkeye.

* * *

The venom of the spiders hadn't been deadly, but it was enough to hurt Carol and severely deplete her strength even more. To a point where she could not longer hold back her gasps of pain at Domina's whipping of her body.

"So plump and yet so tender," said Gwen, taking in Carol's beaten right breast in her hand.

"Hardly as fine as I am," said said Domina, gripping Carol's left breast.

The two women squeezed tightly and Carol could only groan in discomfort.

"Adolf was a fool, discounting so many genetic qualities in people, narrowing them to his foolish idea," said Gwen.

"Though he did have a point in the attractiveness of blondes with blue eyes," said Domina. "He foolishly discounted the potential of others. Not to mention condemning certain sexual appetites people might have."

The two women continued to fondle Carol, who only grimaced at them.

"Man and man, man and woman, woman and woman, all welcome in HYDRA," said Domina. "All colors as well."

"So long as they have strong qualities," said Gwen.

"So you're just using the idea of a Master Race so you can lessen the resistance you'll get from super-humans," groaned Carol. "Hitler's ideology taken into your own."

"All great forces need a strong ideology to rally behind," said Gwen. "Hitler may have been a fool but he knew how to rally people. And now we have used his idea of a Master Race, free of the restrictions he foolishly placed on it, and as all people have a natural desire to feel superior the only ones who fight against us are those who are misguided by the chaos of this land's history."

"This is still the Land of Opportunity, but only for those who are brave enough and strong enough to take it," said Domina.

"And what about the people you stepped on to seize this nation?" groaned Carol. "The people who don't have superpowers and live in fear beneath you."

"They will thrive so long as they obey the orders of their superiors," said Gwen. "You believe we are tyrants because we hold such a tight leash upon the world. But recall how even we of HYDRA consider Hitler a madman. In a world in which the common masses have choice of who might rule them they leave themselves vulnerable to the influence of madmen like him. Even Benjamin Franklin warned of the danger of democracy, wolves and sheep arguing over who is dinner. And there are always more wolves than sheep. We are the shepherds keeping the flock safe."

"Equal parts male and female shepherds, and yet all your choices at the end will wind up just screwing you over," said Carol, regaining a bit of her strength to speak. "Reminds me of a video game Peter and I played. We both wanted to tell that sparky kid to shove it."

"I think she's getting a bit delirious," said Domina. "Talking nonsense already."

"It was nonsense," said Carol. "All I get to choose is which color the universe ends in after fighting like hell against what is essentially H.P. Lovecraft's idea of a robot rebellion."

"I think the poor dear is ready for a bit of rest," said Gwen, pulling out a black hood.

"Good night my dear twin," said Domina as Gwen put the hood over Carol's beaten face.

* * *

Eventually Spider-Man and his group had managed to find an exit from the sewers and found the river.

"Not exactly fresh air but I'll take it," said Spider-Man.

"At least we're not being swarmed," said Ant-Man, still supporting Wasp.

"We should find a place to hunker down before going any further," said Wolverine. "Hope needs to rest for a bit."

"I'll scout ahead to make sure the coast is clear," said Spider-Man.

Swinging off, he found the streets empty, no sign of either civilian or soldier. Spreading out for several blocks and with his spider-sense warning him of no danger he began to head back to the group when sure enough the old Parker luck struck again with a ringing in his skull.  
Leaping out of the way of a web line Spider-Man once more faced the Crawler.

"Nice reflexes," said Crawler, pulling off his mask.

There was a mad look in the eyes of the Crawler, a look Peter never thought to see in his own eyes. Pulling off his own mask, the Crawler could see the hatred and anger in the eyes of his doppelganger.

"Amazing isn't it," said Crawler. "Across the multiverse where worlds can be vastly different, Peter Parker still wound up with Carol Danvers. Only I actually managed to wed mine. You must lack the courage to do so. Tell me, are you enemies with the Norman Osborn on your Earth?"

"I am," said Peter.

"Is he dead?" asked Crawler.

"No, I don't use my powers to kill," said Peter. "Not even someone like my Osborn."

"All that power and you hold back?" asked Crawler. "Why?"

"Because of a lesson I learned long ago," said Peter. "One that I have lived by for years. With Great Power comes Great Responsibility."

"Responsibility?" laughed Crawler. "Responsibility to what? The greatest responsibility for any man is to secure his status and legacy among those whom he power places him above, to seize the opportunities to earn even greater power. That is the philosophy I have lived by for years. With Great Power comes Great Opportunity."

Fundamental opposites despite being the same man, the two realized there could be, and there would be, no attempts at negotiation between the two of them.

"I thought like that," said Peter. "I lost someone I loved because of it. You've never lost anything have you? Only ever stealing the lives of loved ones from others."

"Don't assume to know me simply because we bare the same face," yelled Crawler. "My joys are not for you to understand nor are my sorrows. Speaking of joys does your Carol like to..."

Peter webbed shut the Crawler's mouth, for once in his life tiring of his own voice. He then leaped towards Crawler who dodged and attempted to kick Peter while he was in the air. However Peter was able to maneuver himself enough to catch Crawler's leg and throw him aside.

"Believe it or not this is not the first time I've had to fight someone bearing my face," said Peter. "I'm guessing you don't have many clones on this Earth."

Tearing off his gag, Crawler yelled, "Why mess with perfection?"

The two Spider-Men then charged one another striking each other in almost perfect synchronization. Despite their ideological differences they were the same man, of the same age, and with equal combat experience.  
Crawler anticipated this and had a back up plan in case combat with his doppelganger didn't go as he believed it would.

"You know, Osborn thinks he's pretty clever," said Crawler. "He developed a fairly clever drug though with interesting side effects. He's used it to distract me on more than once occasion."

"Yeah, I get troubles like that from my Osborn too, so what?" asked Peter, keeping a fighting stance.

"So I'm wondering if your Osborn likes to use civilians as his pawns too," said Crawler.

"What?" asked Peter, not liking what his 'evil twin' was saying.

"I wonder do your comrades care if civilian lives are lost int he pursuit of whatever justice they fight for?" asked Crawler in a mocking tone.

"What have you done?" yelled Peter.

"Osborn likes to use a special drug he developed to turn ordinary civilians into a pack of ravenous animals," said Crawler. "Pity your friends will probably think that they're HYDRA made. If you care about the lives of civilians, on any Earth, I recommend you warn your friends. But then again that would leave a golden opportunity to rescue your Carol to slip through your fingers. The choice is yours my twin."

Peter debated internally on whether or not Crawler was lying. But when he heard the sound of heavy convoy he felt that there might have been some truth. He knew Carol was tough and he knew what she would do in the same situation.  
Putting his mask back on Peter left to warn his friends while Crawler stood smirking.

"A missed opportunity for you," said Crawler, activating the nanobots that made up his suit, changing them to the pattern of his doppelganger. "But one for me."


	5. All American Smash

**Chapter Five: All American Smash**

 **In loving memory of Steve Ditko.**

True to his word Hammond had managed to get the team transport. A stealth jet stolen from HYDRA forces, allowed thanks to the use of Osborn's drugging of civilians.

"Alright so Hulk's still a good guy on this Earth, that's great an all," said Hawkeye, "but we brought a Hulk of our own if I remember correctly. Shouldn't we be going after him and the others?"

"They're most likely going after Carol," said Spider-Woman.

"And they're tough enough to last until we get help," said Cap.

"But can we be sure that this Hulk will aid us?" asked Thor. "While like Barton I am satisfied that Hulk is still an honorable warrior here, let us not forget he can be...difficult at times."

"Believe me mine isn't exactly a walk in the park either," said Osborn.

"Sounds like you two have history," said Black Widow.

"He didn't exactly approve of my methods," said Osborn. "Prefers to work in the southwest. He and I are considered the most wanted 'criminals' in the Regime. Of course he's been given them more trouble than a lot of them can handle."

"Sounds like you're the one green with envy Osborn," said Strange. "Dear god I sound like Peter."

"He gets the job done and he gets people supporting our cause," said Osborn. "That's all I'm interested in."

* * *

The Hulk, Ant-Man, Wasp, and Wolverine waited for Spider-Man to return from his recon assignment, and the enhanced hearing of the gamma powered giant picked up the sound of oncoming vehicles.

"We're about to have company," said Hulk.

 _"You don't know the half of it Green Jeans,"_ said Spider-Man over their communicators. _"Just ran into my double, he's using drugged civilians who are in a frenzy, loading them on trucks."_

"Got it, we'll get out of here and meet up somewhere safe," said Wolverine.

 _"You guys go on I'm going to catch up to those trucks,"_ said Spider-Man. _"They might not be from our Earth but they're still innocent people."_

"Pete they're hoping to sick those people on us," said Wolverine.

 _"And I'm the best to keep those people from hurting themselves,"_ said Spider-Man.

"Pete it won't just be civilians there," said Wolverine.

 _"This conversation can no longer serve any purpose,"_ said Spider-Man, cutting off the line.

"Damn responsibility complex," said Wolverine. "Kid's going to get himself killed."

"We should help him," said Ant-Man. "I can help him keep those people under control and help Spidey if he gets in trouble."

"Go," said Wolverine.

Ant-Man shrank down and hopped on a flying ant, buzzing off to meet up with Spider-Man.

"I should go too," said Wasp.

"Sit back," said Wolverine. "We're split up enough. Scott and Peter can handle themselves. You're still low on blood and we need to keep moving. Give us some room big guy?"

Hulk picked up Wasp and Wolverine and with one push of his mighty legs carried them across the air and over several city blocks. They landed in a part of the city the knew as Broadway.

"Think Scott and Peter will be able to find us?" asked Hope.

"They'll call us when they're done and we can give them our location," said Wolverine.

"And Pete's going to flip his lid," said Hulk, drawing the attention of the others to a nearby poster.

"Oh he's going to be pissed," laughed Wolverine.

The poster in question was an advertisement for the award winning musical _The Crawler: A HYDRA's Glory Musical_.

* * *

Carol had lost consciousness for hours now, exhausted from the beatings, the bites, and the molestation by her doppelganger and the evil Gwen. Before she had slipped into unconsciousness she thought about how devastated Peter, her Peter, would be to learn that Gwen Stacy was not only alive on a parallel Earth, but a servant of evil as well.  
Her slumber was interrupted by the sounds of gunfire, bringing her back to consciousness. She still could not see thanks to the bag covering her head. The sounds of violence became louder and louder as soon Carol felt an explosion come from the wall in front of her, the resulting wind and small debris striking her exposed torso.

 _'Dear God, what do they plan to do to me now?'_ thought Carol.

"Did we ever try something like this back home? Because if not we totally should. Only perhaps without the...whips and whatever else these freaks are into," said a familiar voice.

Carol gasped in surprise, daring to hope as the hood came off her face. Before her eyes could adjust to the light her lips were caught and filled with a familiar taste. Her sight returning to her she could see it was Peter, or at least it looked like Peter.  
When he pulled back she could see he was at least wearing her Peter's uniform, red and blue with a large white spider on the torso. He looked pretty beat up and his suit was torn and dirty, like he had been through a hell of a fight.

"If you think I'm messed up you should see Logan and Banner," said Peter. "I think this world's making old Bruce a little greener around the gills than usual."

"Bad jokes, you're my Peter," sighed Carol, exhausted.

"Let's get you out of here," said Peter, pulling Carol down from the webs. "Can you walk?"

"I think so," said Carol. "I don't feel my powers though. They drained me and I've got some specialty venom in me."

"Don't worry, we'll figure something out about that," said Peter. "And we might want to find you some clothes."

* * *

The flight to New Mexico was relatively smooth. So far it appeared the enemy hadn't found them yet or they were at least fairly far ahead of them.

"Is there anyway we can meet your world's Banner without compromising his base?" asked Cap. "If HYDRA is tracking us we don't want to risk more lives than we already need to."

"Don't worry, Banner's proven tough enough to take on anything," said Osborn. "But if you're looking to meet him somewhere less private, give it a second as we dodge that tank."

"Tank?" asked Hawkeye.

Looking up, the team suddenly saw a tank flying towards them. Osborn gripped the controls hard and managed to dodge the oncoming tank.

"I'm guessing we shall find this world's Hulk where we would normally find ours," said Thor. "In pitch battle befitting a mighty warrior. Release the hatch Osborn, I am eager to destroy this evil alongside my ally."

"If you say so," said Osborn, opening the hatch.

The God of Thunder leaped out into the sky, the lust for righteous battle in his eyes.

"Strange, get us there, might not be our Banner but he's still a good guy on this Earth and he could use our help," said Cap.

Strange nodded and with a motion of his hands opened up a doorway through which the other Avengers ran through, himself following suit. Only Osborn remained on the jet.

* * *

Apparently the words of his evil twin were true and armored trucks had been bearing in the direction of the team. Spidey webbed the tires to the ground but that was far from the end of the conflict. Scores of almost feral people began to flood the streets.

"Damn it Osborn, even when you're supposed to be the good guy you're a psychopath," cursed Spider-Man.

He quickly reached into his sleeves and pulled out a little project he had been working on. Experimental web grenades for riot control.

"Guess this is as good a time as ever for a field test," said Spidey as he threw out the devices.

In true fashion they appeared to work well, catching several clusters of mad people in spider webbing.

"Nice one," said the voice of Ant-Man.

From his position on a rooftop Spider-Man saw the tiny form of Ant-Man riding a flying ant.

"Now let's see if I can top it," said Ant-Man.

As the HYDRA agents attempted to remove the webbing, swarms of ants began ridding up their trousers, delivering a crippling pain along their neither regions. Spider-Man took advantage of their pain and anguish and began quickly webbing up the HYDRA agents.

"At this point it's just a matter of time to wait for the cops to haul these jerks away," said Spidey. "But on this world the cops are the bad guys so we're probably going to be running into these Bobs again. And boy are they going to be pissed."

"We just need to stop these people from hurting themselves and us," said Ant-Man. "Now come on, I can track Hope's helmet so we can regroup with the others."

Ant-Man flew off on his ant with Spider-Man looking back once more at the ravenous crowd of civilians. He and this world's Osborn were definitely going to have words about this.

* * *

Following the sounds of battle Thor beheld numerous HYDRA armed vehicles surrounding a dust covered area where he heard titanic blows being exchanged. From out of the dust cloud a large figure suddenly flew in Thor's direction. On instinct Thor slammed his hammer down on the flying individual, sending it down to the ground like a meteor.

"I hope that was a villain," said Thor.

Looking back to the battle Thor could now see how the dust had cleared. There he saw this world's Hulk. Indeed he was as green and as large as the ally he knew. However there was one glaring difference that could not be denied. The large smile that this Hulk had on his face.

"By Odin's Beard," swore Thor.

On the ground, closer to the action, the Avengers emerged fro Strange's portal and they too were more than a little surprised by the large grin on the doppelganger of their usually angry ally.

"Foolish forces of HYDRA, " yelled this world's Hulk in a booming voice. "Do you believe you can crush hope in this proud nation? Not while I am here."

He spoke with a jolly tone as if there were no fear or fury in his voice. Simply a pure conviction in the righteousness of his mission as HYDRA forces continued to fire upon him. He stood proud with his chest protruding outward in a pose, his finger-less gloved fists on his hips. Surprisingly he wore a shirt over his massive torso, which seemed to be as indestructible as he was. It was blue with the image of a what appeared to be the cloud of a nuclear explosion, forming a fist instead of a mushroom. The outfit was completed with a pair of red camouflage pants and massive military issue boots.

 _"Say hello to Sergent Robert Bruce Banner a.k.a. Sgt. Smash,"_ said Osborn's voice over the team's comm channel. _"The big green boy scout himself."_

"This really is a different universe," said Spider-Woman.

More HYDRA vehicles rolled up, appearing to be large carriers of some kind. When they opened up a giant wolf ran out and charged at 'Sgt. Smash'. As a large smiled graced the face of the green super brute the hammer of Thor rang down on the beast.

"What's this now?" said Smash. "Tired of letting your underlings do your dirty work Odinson? Finally showing some courage instead of hiding above us and playing with us like toys."

"Banner, please although I'm sure your rage is righteous I..."

"My rage? It's not my rage that fuels my fists," said Smash. "It is the righteous spirit of true freedom!"

With that great yell, Sgt. Smash's massive fist collided with the face of the Mighty Thor.

 _"Should have seen that coming_ _,"_ said Iron Man.

"Even the dark gods of Asgard with all their awful power cannot stand against the power of a man who fights for the freedom of all mankind," said Smash.

Wiping a bit of blood off of his face Thor glared at this alternate Hulk. He spoke with the passion of a true warrior. However, Thor had never been one for letting a blow to his personage go unpunished.

"Very well," said Thor, hurling himself towards Sgt. Smash again.

The alternate Hulk merely smiled and fearlessly threw his fist into collision with Mijolnir, the shock of the collision ringing out like the explosion of a nuke. Smash then intended to strike with his free hand but Thor caught it. Smash caught the hand holding Thor's hammer and the two resorted to butting heads as an attempt to get the other to submit.

"This could take a while," said Hawkeye.

"We don't have time," said Cap. "We need to get those two to stop. We need to calm Bruce down."

 _"He's not angry_ _,"_ said Osborn, flying down to meet the team. _"He's just really enthusiastic."  
_

As Thor was about to lay another headbutt on Sgt. Smash, the cheerful doppelganger of the Hulk, somersaulted over Thor, still holding onto his arms, and flipped him into the ground.

"You're getting sloppy Thor," said Smash. "You're days looking over our struggles has made you complacent and weak. Surrender now and I will spare your life."

But the son of Odin, even thought this was a misunderstanding, was never one to surrender. Drawing deep into the elemental power of his title Thor launched his fist, charged with lightning, and struck true into Smash's chest, sending him flying.

 _"You know I'm getting a sense of Deja Vu from all of this,"_ said Iron Man.

"Only you're not wearing gold," said Cap. "Osborn, we have to end this now."

 _"Then I recommend you take over from here,"_ said Osborn. _"The good Sergent and I don't get along quite well."_

 _"Then I guess this is a job for Iron Man, eh poser?"_ said Iron Man, flying off to the fight.

"Shouldn't we be going too?" asked Spider-Woman.

"Getting more people involved could escalate the situation," said Cap. "Thor and Tony should be able to handle this."

"Although if Ant-Man and Wasp were here then we'd really be cooking with gas," said Hawkeye.

"I'm sure they're having their own cookout," said Cap. "Now let's clean up these HYDRA agents before they call in for heavy artillery."

* * *

Sgt. Smash landed onto a railroad track, going through the track entirely. Although he was not physically incapacitated, he felt the shock when he heard the sounds of an oncoming train.  
Although the nation had been dominated by HYDRA, average citizens were only forced to obey so they could survive, they were the true victims, and it was Sgt. Smash's duty to protect them and ensure they would one day have peace.  
Acting quickly, Smash broke off a large chunk of rock from a nearby mesa and propped it under the bent track. Getting onto the rock he then straightened out the track with his bare hands and braced himself as the train came across. The mighty locomotive ran over the damaged section and over the mighty shoulders of Sgt. Smash, holding the damaged line like the legendary titan Atlas.  
He held on but noticed how the rock he stood on was beginning to wobble and give way. Disaster was about to strike when two figures gripped the rock on both sides and held the rock and Sgt. Smash stable.  
Wordlessly the incredible figure looked at the images of two of his greatest enemies and his mind began to work. As soon as the train completed its trek the giant leaped off of the rock and faced the two interlopers.

 _"We going to go a few rounds now big guy or are you ready to talk?"_ asked Iron Man, holding up a humming palm.

Sgt. Smash looked at both men with a deep scowl on his face. As more energy began to hum in Iron Man's repulsar gauntlet and as Thor's grip tightened on his mighty hammer, the great green Goliath suddenly let out a mighty laugh that had the full force of a gamma bomb.

"Well if this isn't egg on my face," Smash laughed, a gigantic grin now on his face.

He continued to laugh and Thor and Iron Man were left dumbfounded, the idea of a smiling and laughing Hulk still so alien and unnerving to them. Because of this they were both caught unaware as two giant green hands slapped them playfully on the shoulders.

"Sorry about the mix up lads," laughed Smash. "Guess I was still a little on edge from giving those HYDRA boys a much needed lesson in discipline. Nice to see that our little gamble went."

"Aye, and fret not Sgt. Smash, I too have felt the warrior's fury linger and cloud my judgement," said Thor.

 _"And if anything it's not as bad as our Banner,"_ said Iron Man.

"So there is another version of me as well eh?" said Smash. "I'm guessing there's a striking difference."

 _"Let's just say he's not a fan of shirts,"_ said Iron Man.

Another big laugh from Sgt. Smash sent shivers down Tony and Thor's collective spines. Just the idea of Hulk laughing in general was somewhat disturbing to them. And in their minds they could only imagine the reaction their Hulk would have to seeing his doppelganger.

* * *

Back at the theater, where Hulk, Wasp, and Wolverine stood, Hulk couldn't help but feel an odd sensation running down his spine.

"I sense a disturbance in the Force," said Hulk.

"Leave the pop culture references to the bug," said Logan.

And as if on cue, like a streak of light Spider-Man descended from on high with Ant-Man on his shoulder.

"My little masked ears couldn't help but burn and...OH HELL NO," Spidey yelled upon seeing the poster of his doppelganger, celebrating a thrilling success on Broadway.

"Told you he'd freak out," said Hulk.

"This is complete bullshit," yelled Spider-Man.

As Spider-Man continued his freak out a spot light suddenly fell on the five heroes.

"Oh what fresh hell is this?" yelled Ant-Man.

A HYDRA drone readied its guns but just before the heroes could act a fireball destroyed the drone. The eyes of the heroes followed the trajectory of the blast. Their collective eyes landing on a blazing muscle car where a burning skeleton stood next to it.

"Poor choice of words Scott," said Wasp.

"That's not Blaze or even Ketche I think," said Hulk.

"It's Reyes, he's a fairly new guy," said Wolverine. "Also not technically a real Rider if I got my facts straight."

"I really hope HYDRA hasn't made a deal with the devil," said Spider-Man. "Trust me those suck ass."

 **"Get in,"** the skeleton said, throwing a thumb at the car.

The heroes stood apprehensive, not sure if they could trust this version of Reyes. Suddenly another figure popped her head out of the passanger's side of the car, a young woman of Middle-Eastern descent.

"It's okay we know you're not HYDRA," the young lady said.

"Kamala?" said Spider-Man.

"Hurry up we don't have time before another patrol drone comes by," said Kamala.

"Alright, alright," said Spidey. "Hope you've got enough trunk space for the big green guy."

Hulk groaned and reluctantly allowed himself to turn to Bruce Banner.

"Ugh...hey guys long time no see," said Bruce. "So this is HYDRA World? Doesn't look pleasant."

"It isn't," said Wasp.

She and Ant-Man shrunk down and leaped onto Banner's shoulders and he, Wolverine, and Spider-Man all climbed into the back of Ghost Rider's car. The Rider got in and the burning car began to drive off.

"So what are you guys the Young Resistors?" asked Wolverine.

"We don't consider ourselves apart of the Resistors movement. We like to think of ourselves as Youth in Revolt," said Kamala.

"At least your not HYDRA Youth," said Bruce.

"We used to be but we both had...different views than our peers," said Kamala. "Not to mention Robbie...he has good reasons for letting that beast Morrow in."

"But you're not part of the Resistors?" asked Bruce.

"If more of them were like Sgt. Smash we'd join up with them but a lot the Resistors just don't seem like they care about peace," said Kamala. "Just fighting the war."

 **"And men like Osborn who use a fight for freedom as an excuse to justify his own sins,"** said Ghost Rider.

"I saw," said Spidey.

"What do you mean?" asked Bruce.

"Osborn apparently came up with a chemical that drives people into a mad frenzy," said Spidey. "And he uses it on civilians to make them bait for HYDRA soldiers."

"And this Osborn is a good guy right?" asked Bruce. "My memory's a little fuzzy but I'm pretty sure that's not heroic."

"They're in a constant state of war on this Earth," said Wolverine. "Osborn's not just going to play nice. Not saying its right but I've fought in enough wars to know that right and wrong aren't really easy to figure out."

"Even so there has to be a line," said Bruce.

"Guess no matter which Earth he's on there is no line Norman Osborn won't cross," said Spidey. "So how did you guys find us?"

 **"The short hairy guy's got blood on his soul,"** said Ghost Rider.

"Yeah, yeah, I've got a lot of guys in the bad place just waiting for me," said Wolverine. "I've made peace with it and I can take it."

"Yeah, changing the subject, where are you guys taking us?" asked Spidey. "We're kind of on a rescue mission. It's not going well but that's beside the point."

"We've got a hang out you guys can hide for a bit," said Kamala. "You guys look like you could use a break."

Considering that they had been fighting none stop the heroes realized that they could use a break to catch their breathes, and form a plan.

* * *

Carol was still feeling fairly weak given the abuse she suffered from her doppelganger and the evil Gwen. It was all she could do to keep herself straight, aside from leaning on Peter for support. They had managed to find her a sheet to cover herself partially and carefully began making their way to a hanger. Then it was just a matter of finding a suitable aircraft to fly away from until Carol was up to full strength.

"Here, I scouted this place earlier and this one is just right," said Peter

He led Carol to a small craft where something was written on the side.

"The... _Naive Whore_?" asked Carol.

"Indeed you are," hissed Peter.

The lights came on in the hanger and the two of them were surrounded by HYDRA soldiers. Before Carol could react Peter tore the cloth off of her body and her hands became webbed. Looking up Carol saw Gwen in the rafters. Peter, or rather the Peter doppelganger as she now realized, webbed her feet and leaped onto the rafters alongside his twisted lover. The two of them then began to manipulate the web lines attached to Carol, making her dance long like a puppet to the pleasure of the HYDRA soldiers who cheered on as their prisoner danced against her will.

* * *

"As far as we can guess they've been tracking us via our similar genes to our doppelgangers," said Cap.

"Of course," said Smash, laughing jovially. "No doubt they're using the same technology used during that ill-fated attempt at creating an army of clones to use against the Crawler. One of your plans if I recall Osborn. I'm surprised you forgot about that."

Osborn remained silent, the scowl he held hidden beneath his helmet.

"Anyway, you wouldn't happen to have something to help us out would you Bruce?" asked Tony, now removed of his helmet.

"Fear not friends," Smash said, his booming voice still giving a roaring jolly tone. "For I have the solution!"

 _'I am never going to get used to this version of Hulk,'_ thought Hawkeye, oddly sweating from the antics of this Happy Hulk.

"My particular faction of the Resistors has been working on a special gene cloaking technology that should be able to do the job," said Smash. "I have a base not too far from here. A little home away from home base for emergencies."

"Keeps your team from becoming at risk," said Cap.

"Indeed," said Smash. "Now, let's stop gabbing and get to work. Those HYDRA hooligans will be back and with greater numbers."

"I'd say your making a reference to something but I'm afraid to ask if _Star Wars_ is a thing on this world," said Natasha.

"You mean _Galactic Empire_?" asked Smash.

"This really is an evil place," said Spider-Woman.

* * *

"I do dance lovely don't I?" said Solaris, holding her doppelganger up by the hair.

Carol forced her eyes open, stinging from the sweat as well as from the various snacks and garbage the HYDRA grunts had thrown at her while Crawler and Gwen made her dance for them.

"And she's got repeat performances...for the rest of her life," said Crawler, landing on Carol's shoulders, nearly breaking them.

"I think not," said a powerful voice.

Crawler, Domina, and Gwen all jumped at the sound of the voice. The three of them all got in a line and quickly gave a salute, leaving Carol to fall to the ground.

"Hail HYDRA Commander," they all said.

Carol forced herself up on her elbows and glanced over her shoulder to see Steve Rogers in the commanding gold and green uniform of the HYDRA Commander.

"What is this?" he asked, pointing to the naked and beaten form of Carol Danvers.

"One of the inter-dimensional intruders Osborn brought over," said Crawler, placing his foot forcefully down on Carol's head.

"Naked, humiliated, and beating? You truly are a disgusting creature Parker," said Rogers. "Get off of her at once."

The alternate version of the man Carol knew as Captain America was just as commanding as his heroic counterpart. And with no small amount of reluctance Crawler did as he was commanded. Carol then felt a cloth be draped over her body, the very cap the alternate Steve wore.

"This is not the first time I've had to see how you treat our prisoners of war," said Rogers. "My only relief is that the woman still has her skin."

"I merely seek to secure and protect our reign..."

"MY reign," said Rogers. "Do not forget which of us is Commander. I would think your ability to sense danger would allow you a little more common sense to know it is not wise to defy me."

"Of course Commander," said Crawler, giving a bow.

"There will be no more warnings next time Parker," said Rogers. "Now go, all of you. Find the group that stayed to search for this one. I will take over her interrogation and imprisonment. But as I said this is the last time I will clean up your mess. Is that understood, from all of you."

"Yes HYDRA Commander," said the three lovers.

They then turned and exited the hanger, on the hunt for her friends, leaving Carol alone with Steve's evil twin.

"I'm sorry for what he's done to you," he said, kneeling down to meet her eyes.

"Don't pretend to be the good guy," Carol groaned. "He's just the HYDRA type."

"Not MY HYDRA," said Rogers. "I'm sure you'll come to see that by the time we're finished."

* * *

Ghost Rider had driven out of city limits until they came to their destination. A rundown version of the X-Mansion. However their was a striking difference.

"The Wanda Maxmoff school for Natural Youths?" asked Wolverine

The car drove through the busted gates and to the main manor where the flames of the Rider died down and Robbie Reyes resumed his natural human form. The heroes and the two alternate youths got out of the car and entered the mansion.

"So Wanda ran a school for mutants?" asked Hope.

"If by mutants you mean Naturals," said Robbie. "HYDRA citizens born with their power thanks to their selective breeding programs."

"Bull," said Wolverine.

"What happened to this place?" asked Bruce.

"The Headmistress Wanda Maximoff was exposed as being a member of the Resistors and a lover of the Artificial Life Form known as the Vision," said Kamala. "She had been denounced as a witch and sentenced to fire. She survived but the school was shut down and the children taken for reeducation."

"What about a man named Charles Xavier, a telepath?" asked Wolverine.

"Telepath? I guess you believe in unicorns too?" chuckled Robbie.

* * *

Sgt. Smash's secret laboratory was hidden cleverly in a mesa. For the Avengers everything appeared as advanced as anything the Bruce Banner of their earth.

"So I'm guessing you're just as much a scientist as the Bruce on our Earth," said Strange.

"Indeed, I had been trained to be a HYDRA scientist," said Smash, prepping his machine. "I was forced to build weapons for them. One day they decided to use one of my tests as both a proving ground and an execution field. A boy, Rick Jones had been protesting the Regime."

"You couldn't stand for it," said Cap. "Tried to rescue him. But then the Gamma Bomb went off."

"It did," said Smash. "Back then I was timid, I was afraid of the Regime even though I knew what they were doing was wrong. I wanted nothing more than to fight against them but I was too weak."

"Then the bomb went off and you became..."

"I BECAME AN UNSTOPPABLE FORCE OF JUSTICE DEDICATED TO BRINGING PEACE TO THIS TROUBLED WORLD," boomed Sgt. Smash, striking a heroic pose.

"I will never let our Hulk live this down," snicked Hawkeye, recording Smash's antics with his phone.

* * *

Crawler, Domina Solaris, and Gwen Stacy began tracing the heroes and soon came to the edge of the city.

"It looks like they're heading to the Burned Witch's old place," said Stacy.

"We can make it there in no time," said Solaris.

Crawler remained uncharacteristically silent. All he could think about was Rogers. He was always interrupting his fun. But that wasn't going to be the case forever. No, not forever, in fact not much longer.

 **Author's Note:** **Sorry this took so long but I was in a dry spell. Anyway I hope this makes up for the gap. As the bold says above this serves as a love letter to the late great Steve Ditko, co-creator of the Amazing Spider-Man, Doctor Strange, and several other characters in Marvel as well as DC's Creeper, Hawk and Dove, Shade the Changing Man, and Captain Atom.  
Also I'm sure all my readers noticed the nod to the original comic assembling of the Avengers. Not to mention the worst thing to ever happen to Spider-Man and also that deal with Mephisto that was messed up.  
Also for any fans of anime and manga, you might notice I based this world's Hulk off of the character All Might from _'My Hero Academia'_ given his personality. Also just so everyone knows I didn't know about the manga's spin-off _'My Hero Academia: Vigilantes'_ and how their main character goes by the name the Crawler. Anyway I highly recommend both series given how the author of the original manga is a huge fan of Western superheroes and just about everything else in nerd culture. You will enjoy it.  
Speaking of enjoyment, please at length let me know what you all think of this latest chapter and what you're curious will happen in the future or any ideas you'd like to pitch me. **


	6. If this be not my destiny part one

**Chapter Six : If This Be Not My Destiny Part One.  
**

 **In loving memory of Stan Lee. Excelsior!**

The rundown manor was not an easy sight for Logan. Despite his nature, he firmly believed in Professor Xavier's dream of peaceful relations between humans and mutants. He knew he had no place in a peaceful world but that was the point.  
A world where men like him and Victor Creed couldn't exist was a world he'd gladly help make.  
This world clearly wasn't that kind of world from what he had seen. A world where tyranny reigned supreme. And what was the closest and truest thing to a home he had ever known in his life was being squatted in by someone whose double would love such a world as this.

"Okay, no X-Men on this Earth, I can believe that," said Logan. "Telepaths not existing on this Earth, I can believe that. But what I don't believe is for an instant, this purple asshole isn't in on the HYDRA racket."

Logan held his claws over the man who took care of the Youth in Revolt, a man he knew on his Earth as Zebodiah Kilgrave.  
He had arrived not long after Robbie and Kamala brought them to the ruined manor. And acting on pure instinct Logan pounced on the man, a known mind controlling villain on his Earth, covering his mouth with his hand and placing his claws at the man's throat.

"Down boy," said Spider-Man, pulling Logan off of Kilgrave with his webs. "Different world remember."

"Yeah he might not even be able to control people's minds," said Ant-Man.

"Actually I can but I don't like using it, it's just so...impolite," said Kilgrave.

"That's a nice way of putting it," said Bruce.

"I'm guessing I'm not such a polite person where you're all from," said Kilgrave.

"That's a nice way of putting it," said Spider-Man.

"Yeah, well I'm not that guy," said Kilgrave. "I'm a doctor, psychiatrist but really I was a glorified brainwasher. Someone doesn't agree with the Regime and they're sent to me. I hated every second of it, robbing people of their free will, and eventually I just had enough. I said goodbye and I left."

"And you found these kids? Assuming we believe any of this and you're not controlling our minds right now," said Ant-Man.

"I'm not, I've got a tell when I'm using my power," said Kilgrave. "I turn purple, now do I look purple to you?"

"Aside from the clothing, no," said Spider-Man.

"Good," said Kilgrave. "As for the kids, they were all going to be my patients. Lawbreakers, if you call what we have laws. Illegal practices of religion, disruptions of government establishments, illegal protests of environmental regulations, or...more extreme cases terrorist operations."

The Avengers looked at the group identified as Youth in Revolt, recalling their various counterparts from their Earth. Kamala Khan, Elijah Bradley, Doreen Green, and Robbie Reyes. Known under the identities of Ms. Marvel, Patriot, Squirrel Girl, and Ghost Rider respectively they were all considered friends and fairly well respected heroes in their own right.  
All eyes fell to Robbie, whom everyone guessed was the most extreme.

"Those bastards killed my brother," said Robbie, his body smoking slightly. "All because he couldn't walk after an accident. Declared unfit to pass on our family genes and euthanized. Not long after that I found a car haunted by a criminal named Eli Morrow, a Satanist killer executed by the state. He wanted revenge just as much as I did. We've been spreading helllfire everywhere we could. Even burned away one of Crawler's Symbiote Squad."

"The Symbiotes are dead?" asked Spider-Man.

"At least one of them. A real nasty guy, liked to spread carnage. Burned him to cinders," said Robbie.

"Good riddance," said Logan. "Listen, we can't stay for long. These assholes seem to be able to track us pretty easily. They could be on us any minute."

"It's not like this place was any safe to begin with," said Elijah.

"Besides, I'm usually pretty good at getting HYDRA agents to leave us alone," said Kilgrave.

"I'm sure," said Wasp.

"So why are we here?" asked Bruce.

"We just figured you guys might need a break," said Kamala. "No offense but you all look like shit."

"Well we did recently crawl though a sewer," said Spider-Man.

"We managed to fix up the plumbing," said Doreen. "You guys can shower and wash your clothes if you'd like. We don't have much food but you guys can eat with us later if you'd like."

"Thanks Doreen," said Logan.

"How did you..."

"We're not from here," said Bruce. "Parallel universe, we actually know you guys."

"Yeah, Patriot, Squirrel Girl, Ms. Marvel, Ghost Rider," said Spidey. "Purple Dickhole."

"I must be pleasant," said Kilgrave.

"You're an insane mind controlling rapist who tried to enslave the world," said Bruce.

"Like I said, pleasant," said Kilgrave.

* * *

Carol had finally been given some clothes, a flattering sun dress straight out of the 1950s, and was placed in a comfortable solitary cell. A glass box in a vast empty chamber with a retractable walkway to the door.  
A walkway which HYDRA Commander Steve Rogers used to walk towards Carol's cell.

"I won't insult you by saying I hope you find this more comfortable," said Rogers. "I know what Crawler does. I'm sorry he did that to you."

"Sure you are," said Carol.

"I really am," said Rogers. "Parker is an animal. If it weren't for his skill and apparent popularity I'd have his head in a bucket. If the Resistors have any true justification for their terrorism it would be him."

"And not the decades of slavery under HYDRA's boot?" asked Carol.

"They are not slaves," said Rogers. "What did Osborn say to you to convince you come here? That I'm a tyrant, that I keep Hitler's principals alive? If I had to use anything of his it was his idea of a superhuman society, but even that I've deviated from. There's no racism in HYDRA, all colors are welcome."

"Provided they have good genes?" said Carol. "Super genes for super babies. All used to keep those without power under yoke."

"Because I had to," said Rogers. "Did Osborn tell you how I came to power?"

Carol said nothing.

"No," said Rogers. "It was towards the end of the war. Red Skull had managed to launch attacks on several allied capital cities. He had also struck Berlin, killing Hitler. I eventually killed Skull, but the devastation was so great. All governments had been effectively shattered. I had to do something but...structure of the military was hell. I couldn't do anything as Captain America."

"So you became HYDRA Commander, eh?" asked Carol.

While she could see a lingering sadness in his eyes, Carol could not forgive the evil that this Steve had allowed to take over this world.

"I used their resources and technology and even the ideals of my worst enemy as a means to regain order and rebuild this world," said Rogers. "If I had to be a villain then so be it. I would secure this world. But, naturally resistance would pop up. Especially since someone like Crawler came into being."

"I'm waiting for you to get to the point," said Carol. "If you're going to ask me something then ask me, or torture me more, or just get the hell out."

"I want to give you an offer," said Rogers. "You go free and I'll help you find the rest of your campaign party. Then you all get the hell off this Earth and go back to your own world and stay there."

"So you can get ready to come..."

"I have enough trouble keeping this world under control," said Rogers. "Do you know how taxing the invasion of another universe would be on the economy? And if you're people are just as strong as the ones on this Earth then it'll be a long, arduous struggle. Your world isn't worth it."

Carol couldn't help but chuckle. If only more evil dictators had that kind of ideal.

"So you expect me to believe you're just willing to let me go and not threaten my world?" asked Carol.

Rogers opened the door to the cell and stepped aside.

"You're free to go," said Rogers. "So long as you and yours leave and never return."

"I call bull," said Carol.

"I'm serious," said Rogers. "I'll even allow you to eliminate Crawler and his brides as compensation for the indignities they forced on you."

"Selling out your own man? The Steve Rogers I know would never do such a thing," said Carol.

"I'm not the Steve Rogers you know," said Rogers. "Crawler's a mad hedonist with delusions of grandeur and a lust for power the likes of which you can scarcely believe."

"I've known a few guys like that," said Carol. "And believe me there's nothing I'd like less than to beat the living shit out of that freak that wears my fiances face and his two whores. But I am not going to become your assassin."

"Do what you will," said Rogers. "Just find your friends and leave. I can't afford the chaos you bring."

"The freedom you mean," said Carol.

"As I said, do what you will," said Rogers. "But if you do stick around...remember I showed mercy."

Carol manipulated the atoms of the dress she had been given and made a new version of her suit and flew out. Rogers simply stood by and hoped she would take his advice. Especially in regards to the Crawler.

* * *

Back at the mansion the off world heroes took a moment to rest. They took turns standing guard outside. Right now it turned to be Spider-Man's turn to guard. He had an hour of sleep prior to that, Wolverine having taken the first guard hour, before waking up Spidey. Luckily he'd been used to getting the most out of minimal sleep.  
Of course it wasn't healthy but then again not much of what he did in life was healthy, not by conventional standards.  
And as soon as his spider-sense went off he knew he wasn't getting any healthier.

"Guys, trouble," he yelled knocking loudly on the door before being scooped up by a flying blur.

Spidey struggled as he found himself squeezed tightly by a less pleasant version of Carol than he would have liked to see.

"You know I can't help but noticed you've got bigger...muscles than my Carol," said Spider-Man.

"Must be my perfect genes," said Domina.

"I was going to suggest you had work done," said Spidey.

Domina sneered at this and dive bombed at high speeds.

"I must warn you, I am armed and dangerous," said Spidey.

"Yeah right," laughed Domina.

"Alright I'm not really, but my little friend is," said Spidey.

From his web shooters he released a tiny flying robot spider that flew up and began firing little shock bolts into Domina's eyes. They were enough to cause her a degree of discomfort, enough to release Spider-Man. As he fell he quickly adjusted himself in the air, noticing that he was once again near the city. He quickly let out a web line and swung himself onto the roof of the nearest building.

"Also my Carol's tougher," said Spidey.

"Not what I've noticed," said Crawler, leaping behind Spider-Man.

Spidey avoided his doppelganger's attack and squared off for round two. Domina flew down close to her twisted lover only for him to throw up his arm.

"Go with our forces and take out his friends," said Crawler. "This was something we've both been waiting for."

"Actually I'm waiting for the Thanksgiving Day parade," said Spidey. "I really want to see if I get the big balloon again this year. Even Iron Man was greener than the Hulk when that happened."

"You're an idiot," said Crawler as Domina flew off.

"Then what are you? We're the same person jackass," said Spidey.

Crawler waste no more time with banter and lunged out at his double. Spidey dodged and kicked his evil self in the mid section, sending him into the air. But Crawler was just as skilled in areal combat as Spider-Man was. The two clashed in air before coming back down. And when they did Spider-Man felt something cut at his side, a blow from Crawler.  
Spider-Man examined his wound, seeing a fairly familiar green looking chemical.

"Oh god..." he groaned.

Crawler held up his hand presenting claws on the tips of his gloves.

"A little gift from the late Gargen," said Crawler.

"Oh this is not going to be pleasant," said Spider-Man as he quickly faded into unconsciousness.

* * *

In the poisoned dream Spider-Man found himself surrounded by his greatest foes and monstrous versions of his greatest friends. He had been pinned and bound awaiting execution from Norman Osborn as the Green Goblin, wearing the crown of a king.  
At his belt were the heads of Peter's loved ones. Carol, MJ, Harry, and sweet Aunt May.

"Does anyone have any words in defense of this unworthy bug before we crush him?" roared Osborn.

Peter felt his heart race fearing the end when a mighty voice rang out.

"EXCELSIOR."

And suddenly a blurry figure plowed through the horde of villains and monsters with unbelievable strength.

"Fear not Spider-Man, for I am here," said the figure now standing tall and proud.

He was man of senior age, an impressive mustache adorning his face, large sunglasses covering his eyes, and his grey hair slicked back. He had a smile that radiated a wit that couldn't be beat. He wore a sweater and slacks that fight tightly over a mighty frame despite his age.  
Before the villains could react once again the man acted with incredible speed. He struck down villains with mighty blows as he made his way to Spider-Man. By the time he got to the captured wall crawler, he had tossed Osborn aside as if he were nothing.  
The villain holding down Spider-Man, the Rhino then took this chance to attack. Mighty fists collided but not once did the mustached figure falter. Instead he merely gave a smile of reassurance and delivered a powerful bevy of furious flying fists into the chest of the Rhino, wearing down his stamina.

"EXCELSIOR," the mystery figure roared once again before delivering an even more powerful blow into Rhino's torso sending him flying.

Spider-Man looked up, still feeling beaten down, but when the mysterious old man looked down and gave him a wide smile, all of Spider-Man's problems. The old man extended a hand to Spider-Man, who took it immediately.

* * *

Spider-Man woke up and suddenly a great wave of sadness came over him. It wasn't just because he was being dragged through the sewers by his evil doppelganger. He felt that he had just lost something truly wondrous. Like an old friend who was always full of wisdom and kind wit. Like he was losing Uncle Ben all over again.  
But he couldn't tell why this feeling was coming over him.  
But then he recalled what he had to focus on and he resolved to explore these strange feelings later. He observed his surroundings and found that he was in a fairly familiar part of the sewers.

"Die where you should have," he heard Crawler mutter. "In the filth with the rest of your weak kind."

"I spend enough time in the sewers thank you enough," said Spider-Man, leaping over and kicking Crawler in the head.

Crawler straightened himself and took another stance.

"That should have had you our for hours till I drowned you in this shit," roared Crawler.

"I've been hit so many times by my Gargen I think I'm actually developing an immunity," said Spider-Man. "That or it's the beginning of a new and horrible mutation. Then I'd be some weird spider/scorpion hybrid and you can't market something like that."

"Funny man," said Crawler. "Wanna hear something really funny?"

"Does it involve a priest and or a rabbi?" asked Spider-Man.

"No you idiot," said Crawler. "It's about how I actually made my suit look like yours and make that fat cow version of my dear Domina think she was actually being rescued. I put my lips to hers and led her to my men where I had her dancing nude like a puppet on my string. It was hilarious seeing her so humiliated."

Spider-Man held back his fury, knowing that was exactly what Crawler wanted from him. He needed to be smart about this.

"Is that all?" said Spider-Man.

"What?" asked Crawler.

"You clearly don't know what my Carol has been through buddy," said Spider-Man. "One of the reasons she and I managed to click so much was because both she and I have something in common. The universe likes to throw its worst shit at us. Hell Carol has gone through crap that makes what you pulled mere amateur hour pal."

"Amateur?" roared Crawler.

"Yeah, you think you gave Carol the worst torture and humiliation she could ever suffer?" asked Spider-Man. "Dude, I only have one word to say in response: Marcus."

"Who?" asked Crawler.

"That's what I figured," said Spider-Man. "You guys haven't gone through what we've gone through. Everyone on my team has had the crap kicked out of them by life. We've got former drunks, drug addicts, psychos, and circus freaks and life has made it is mission to put us through the fucking meat grinder. And guess what pal, we've always come out of it more kick ass than ever. You're going to get straight up wrecked buddy."

"Shut up," roared Crawler, lunging at Spider-Man.

Spidey reacted quickly and dove underneath Crawler, grabbing him by the ankles and slammed him against the wall. Crawler recovered from this and the two began grappling like classical wrestlers. They were equals in strength and in conviction. One dedicated to upholding justice and one dedicated to enforcing tyranny.  
Suddenly their respective spider-senses rang out as the sewer tunnel around them gave way from a mighty force on the outside.

* * *

Spider-Man woke up, no dreams this time, but with a very familiar headache.

"I had better not be under rubble again," he mumbled to himself. "I think everyone is tired of that image."

As his vision continued to come back to him Spider-Man saw that thankfully he was not pinned under rubble as he had feared. Indeed once had been more than enough for him.  
He couldn't say the same for Crawler when he continued to scan the area. Much like how he was once, Crawler was pinned under a heavy amount of rubble. Spider-Man knew he should have done the right thing and help his enemy. But he recalled what Crawler said he had done to Carol.

"Maybe this will be a good learning experience for him," said Spider-Man, exiting the sewer to find the source of the collapse.

As Spider-Man left the Crawler began to stir. He noticed how he was trapped and cursed as he tried to escape. He tried but failed, he had failed. His great power had failed to instantly free him.

 **Author's Note:** **Yesterday a legend returned to the realm of myth. The great Stan Lee passed away after almost one hundred years of non-stop creativity. He always dreamed of writing the Great American Novel and instead wound up creating some of the greatest icons of American culture. Making the superhero genre one of merit of all ages because of his belief that comic books could be made for more mature audiences. But not once did he lose his childlike sense of fun even as he wrote characters to have very adult troubles.  
He created almost an entire universe of unforgettable characters in the Marvel Universe. But more than just Marvel he kept creating characters just because he coudln't contain his creativity. His own POW Entertainment released such original characters in animated films like _The Condor_ and _Mosaic_. He did SyFy original features like _Lightspeed_. His own reality TV show _Who Wants to Be a Superhero?_. His animated feature film in 2014 _Stan Lee's Mighty 7,_ which came out on my birthday of all days as fate would have it.  
His own anime _Heroman_ in which he even had a cameo in that as well.  
And of course the cameos, too many to mention because he appeared to be everywhere. Even in places where he probably had no place in being.  
And in addition to his work for Marvel and his independent works, Stan Lee also had a brief but much appreciated run in DC Comics with his _Just Imagine_ line. In which he gave his own versions of iconic characters such as Superman, Batman, Wonder Woman, and others.  
In addition to his work in comics Stan Lee also served in the U.S. Military during World War Two, a veteran in addition to a great writer. A man who was a legend in his own time and an inspiration to all who knew of him. Whose wit and wisdom was everlasting and whose legend will live on beyond him.  
Now he stands in whatever distant Valhalla in which he sits with other legends and old friends such as Jack Kirby and Steve Ditko.  
Ultimately I believe his famous catchphrase 'Excelsior' says it best. To go upward and onward to greater glory, 'nuff said.  
**


	7. If this be not my destiny part two

**Chapter Seven: If This Be Not My Destiny Part Two.**

Buried where his doppelganger had left him, the Crawler could only recall the life he had lived until now. He had been born into a family of good genes. But he had never seemed to measure in the eyes of his father Richard. The patriarch of the Parker family would often spend his days pushing his young son to extremes. Failure was met with his fists pounding against the boy's body. The only ally Peter had was his uncle Benjamin.  
It was Benjamin who had arranged for Peter's father and mother to have a slight accident in their air travels. He had recognized the genius of his nephew and bestowed upon him his father's work. Genetically enhanced spiders, part of his attempts to splice human and animal DNA.

 _'Uncle Benjamin, it was you who gave me my power,'_ thought Crawler. _'And your words.'_

Benjamin had placed the spider in a young Peter's hand and told him: With Great Power comes Great Opportunity. Peter remembered those words when he used his new powers to kill his uncle as well as his aunt May. From then on it was a brutal rise to power and he enjoyed every second of it. He had for years been bred to do as others like his father, or Rogers, wanted. But what he wanted more than anything was to do only whatever _he_ wanted.

 _'The power...to do whatever I want,'_ thought Crawler. _'That is what I want...more than anything.'_

He refused to be weak, to be pitied, and to be looked down upon. Like what Rogers and the alternate Parker had done. Summoning all the hatred and fury he felt in his soul, the Crawler forced the great amount of debris off of his back, freeing himself and his hatred.

* * *

The Symbiotes fled before Ghost Rider, while Domina and Lady Crawler, as was the code name of Gwen Stacy-Parker, focused on the 'invaders'. Before Kilgrave had managed to use his powers, Domina had fired a blast that blew through his chest, devastating the Youths.  
While the heroes from the other Earth had no love for the image of Kilgrave they could not stand by while evil had its way. Hulk focused on Domina, their strength on fairly equal levels, while Wolverine focused on Lady Crawler.  
Ant-Man and Wasp helped get the other Youths away from the mansion while Ghost Rider continued to scare off the Symbiotes. As all of this was going on Spider-Man tried to get back to the fight, but the distance was something of an issue.

"All these years fighting idiots with gliders and wing packs and I never thought to build some of my own," said Spidey. "I mean sure flying isn't much of a spider thing but still."

Suddenly Spider-Man felt himself get caught by some flying object, traveling at great speeds.

"Need a lift?" asked Captain Marvel.

"Did Greedo shoot first?" asked Spidey, testing to see if this was the true Carol Danvers.

"I'm going to pretend I didn't hear that. Because if I did I would have to kill you in accordance to the laws of nerd culture for such blasphemy," said Carol.

"Sense of humor," said Spidey. "Either you're a clone, or I've finally begun to rub off on you."

"Behave," said Carol, with a laugh.

"But I have more references to make," said Spidey. "We were going to go in disguise and sneak in. I was going to dress Logan up as Chewie and you know I'd look great in a gold bikini."

"Yeah, you're definitely the real Peter Parker," said Carol. "I already want to throw you into low orbit."

" _Empire_ was the best," said Spidey.

"I know," said Carol, smiling brightly.

While one would normally expect both to be overcome with relief at the other's safety, Carol and Peter knew each other well enough to know that they were indeed relieved and glad. But they also knew time was not on their side and they had quick but effective ways of getting their message across. That way just happened to be delivered via pop culture.

* * *

On the other side of the nation Sgt. Smash had helped set up the Avenges with a special gene cloaking technology that could allow them to be invisible to the tracers of the Overlords.

"Nice work Sarge," said Cap. "Hopefully this will keep the enemy off of us long enough for us to get a working plan going."

"Glad to help Captain," said Sgt. Smash, still sporting the big green grin.

"Alright now I'm starting to get more than a little spooked by him now," whispered Hawkeye into Spider-Woman's ear.

"Yeah, I'm not used to seeing any version of Hulk smile this much," whispered Spider-Woman.

"Alright, Osborn, now that we've got a moment to breath you can start by telling us exactly what you hoped to accomplish by bringing us here," said Tony, having removed his helmet.

"Fair enough," said Osborn. "In truth HYDRA doesn't rule the entire world. Most of Asia is currently under the control of the Hand, which also has significant influence on the West Coast."

"So I'm guessing you've got some West Coast Resistors for us to work with eh?" asked Hawkeye.

"Something like that," said Osborn. "Tensions between HYDRA and the Hand have been strenuous at best. Neither one really likes sharing so my great idea for the past several years has been to get the two great occupying forces in the world to clash."

"Start another world war?" asked Cap. "That's your big plan? And you want us to help with this?"

"As I said, though you bear not the green shade you are just as vile as the goblin on our world Osborn," said Thor, brandishing his hammer.

"Sometimes in order to save the world you have no other choice than to shatter it completely and make it a new," said Osborn.

"You know you sound a lot like a certain purple guy with a messed up chin who I really do not like," said Tony.

"And anyway, the war itself would be more of a distraction," said Osborn. "A means to take Rogers attention and so we can get at the source of his power. The Cosmic Cube."

"So that's how your Steve is still around," said Natasha.

"The energies of the cube revitalize him," said Osborn. "And with it we could have the power to completely shatter the HYDRA regime. To truly remake the world in a better image."

"We'll destroy the cube and lead the oppressed masses into a better tomorrow," said Sgt. Smash, glaring at Osborn. "That much power does not belong in the hands of any one man."

"Says the one man nuclear bomb," said Osborn.

"No dice," said Cap. "We're not starting a war in which millions of innocent people will get caught in. If your objective is the Cosmic Cube then that's where we go."

"You do that you'd be going headfirst against the full might of the HYDRA Regime," said Osborn.

"Wouldn't be the first time," said Cap. "I had a good team behind me then. I have a good team behind me now."

"Yes, but don't forget, they're you," said Osborn.

"We know our strengths," said Cap, "and our weaknesses."

"So do they," said Osborn.

"Then we do something to shake it up," said Tony. "Think so outside of the box that we don't even see the box."

"And just what would you suggest?" asked Osborn.

"Well first we find the others," said Tony.

"Non-negotiable," said Cap. "Once we get back with our people we can begin work on obtaining this universe's Cosmic Cube."

"They'll be expecting that," said Osborn.

"I said non-negotiable," said Cap. "We're getting out people, end of discussion."

"AND YOU WON'T BE ALONE, FOR I AM COMING," roared Sgt. Smash with a big hearty laugh, putting out his chest and placing his fists heroically at his side.

"Seriously, this guy is freaking me the hell out," said Hawkeye, whispering to Spider-Woman. "This wholesome and hearty Hulk is too much. At this rate I'd even take the brooding and somewhat boring Hulk over this guy."

* * *

When Peter and Carol arrived on the scene things had already been taking a turn for the Overlords. Domina was being overwhelmed by Hulk's great strength, the Symbiotes were gone, and Lady Crawler was doing her best to dodge Wolverine. In one swift motion Marvel flung Spider-Man at Lady Crawler while she focused on Domina.

"Hey bitch, remember me?" said said Carol.

"How did you..."

Domina could not finish as Carol plowed her into the ground.

"Damn it, he let her go?" yelled Lady Crawler as Spider-Man began to web her up.

"And she's pissed," said Spidey as he tossed the evil Gwen up onto the wall. "Now be a good girl and stay out of trouble."

Before Lady Crawler could counter, Spider-Man webbed her mouth closed as Carol forced Domina to the surface. The latter's uniform significantly damaged and revealing large portions of her skin.

"How do you like it bitch?" yelled Carol.

As Domina began to rise Ant-Man and Wasp returned and the former quickly threw a small disk onto Domina, shrinking her down rapidly.

"I was winning," said Carol.

"Yeah, but more are bound to come and we have to move," said Wasp.

"And that disk isn't going to keep her shrinking down forever," said Ant-Man. "Once she hits the Microverse she'll start regrowing."

"We're not leaving those kids on their own," said Wolverine.

"They're not far," said Ant-Man. "But we've got to book it now."

* * *

The trek to the ruined mansion was a great irritation for the Crawler. The even greater irritation was seeing his brides in their defeated state. Both Lady Crawler's webbed state and the state of Domina's undress.

"You let them get away," he yelled.

"Darling if you..."

"Do not touch me," Crawler yelled, swatting away Domina. "And where are the damn Symbiotes?"

"Ghost Rider drove them off," said Lady Crawler, now freed of Spider-Man's webbing.

"How...are you all so useless?" yelled Crawler. "To let those pretenders make fools of you?"

It was then Crawler began to stumble due to the injuries he received by having so much rubble fall on top of him. Being closer to him Lady Crawler attempted to steady her beloved only for him to grab her by the throat.

"I...am...not...weak," he growled. "And we will correct this mistake, after we make a few corrections."

* * *

In his personal chambers, HYDRA commander Steve Rogers looked upon the blue cube which had once belonged to his greatest foe. His greatest foe who achieved the great victory, decimating everything he had loved and fought for in a previous life. Leaving him with no choice but to use his enemy's power to try and rebuild the world.  
The cube had proved useful over the years, its power allowing him to draw lifeforce from those willing to sacrifice themselves for the noble cause.

 _'But that's not how it worked on your world I suppose,'_ thought Rogers, considering his doppelganger.

* * *

Once the team had gathered the Youths in the woods to catch their collective breaths. Naturally the kids weren't very high spirited given the death of their mentor. And even though the Avengers had unpleasant memories of their Kilgrave they at least allowed the younger heroes the time deserved for mourning.

"Okay, now we can try and find the others," said Carol. "Does anyone have an idea where they are?"

"I'm sure they'll turn up eventually," said Scott.

"Sooner than you think," said the ghostly image of Stephen Strange, floating in the air above the group.

"What in hell?" yelled Robbie, about to become the Ghost Rider again.

"Relax, he's on our side," said Logan. "Good to see you, Doc. The other's alright?"

"No worse for wear," said Strange's astral projection. "Give me a second and I'll make it a real reunion."

"Oh, before you do, and I've been meaning to do this for a long time, can you say..."

"You will never let it go will you Pete?" asked Strange.

"Not until I hear you say it," said Spider-Man.

"And he's not alone, and you can't tell me you haven't been tempted to," said Carol.

"Besides, right now we're a rag tag group of rebel fighters battling an evil empire," said Spider-Man. "It's the perfect opportunity."

Strange's astral form sighed and slumped his shoulders.

"Very well," he said. "Avengers, you must go to the Degobah system. There you will meet Yoda, the Jedi master who once taught me. Happy now?"

"I find your lack of faith in my enjoyment disturbing," said Spider-Man.

"Strange, will you please get us out of here before he quotes more _Star Wars_ films," growled Logan.

"Yeah, stop him while he's at _Empire_ ," said Ant-Man. "If he gets to _Jedi_ we're all doomed."

"Which _Jedi_?" asked Spider-Man.

"Don't answer, it's a trap," said Ant-Man. "Damn it."

"Strange, get us out of here now," yelled Hulk.

Almost as if on the Hulk's command, several golden circles began to appear at the feet of all the heroes in the wood. And as they rose up to envelop them, they all suddenly found themselves in a high tech laboratory with the other Avengers.

"Carol, thank god," said Spider-Woman, throwing her arms around her best friend. "I'm so glad you're alright."

"A little dinged up but believe me I've had worse," said Carol.

"And the rest of us are fine, in case you were wondering," said Spider-Man.

"Never had a doubt," said Cap.

"So, how long before the next shit storm hits?" asked Logan.

"Well, once Sgt. Smash gets back he'll be able to outfit you all with the same gene blocking tech that he gave us," said Tony.

"I'm guessing that's me right?" asked Hulk.

"Oh don't worry Green Jeans you'll love him," said Hawkeye. "So...I'm guessing the kids are what...the Young Resistors."

"Youth in Revolt," said Robbie, stepping up. "And I'm guessing you guys are the rest of the invaders."

"No that's another team, we're the Avengers," said Tony. "Loads better than the Invaders."

"The Invaders did good work," said Cap.

"And more dependable than the Defenders," said Tony, ignoring Steve as he often did.

"I can't tell if your joking or just being an ass," said Strange.

"Can't I be both?" asked Tony.

The Youths looked on at the display of jocularity with some confusion. It made sense to Logan, knowing what growing up under the shadow of tyranny did to the young. He had seen too many kids broken and robbed of their innocence because of such things. Those who managed to grow into adulthood after, more often than not, allowed the pain inflicted on them by evil men to make themselves into potentially worse men.

"Ah, you've retrieved your comrades, well done," a booming voice said in the lab's doorway.

The newly arrived Avengers all turned their gaze and froze from the shock.

"SALUTATIONS MY ALLIES," said Sgt. Smash with a booming belly laugh and a smile as wide as the Grand Canyon.

"DEAR GOD IT WAS A TRAP. EVIL MIRROR HULK," yelled the Hulk, more out of shock than rage at seeing his smiling doppelganger.

* * *

Returning back to his manor to heal his injuries the Crawler entered his private laboratory. Arriving home, he had commanded his brides to the laboratory to make the proper 'corrections'.

"You...you made me look weak," Crawler growled under his breath. "Made me...feel weak. Like...like my father...like Rogers. But I am not weak. I am destined for great power. But if I am to obtain great power, I must make...my great opportunity."

Crawler looked up and in eight great glass cylinders were the bodies of those who would become his newly enhanced Symbiote warriors. For years he had been working on removing the weakness to fire and sound in the alien slime. Ever since Osborn tried to use it against him years ago. It had taken years, and plenty of dead bodies, but now he believed he had found the solution.

"My destiny...is power," the Crawler hissed as he looked up at his test subjects.

The first six, had once been the Star-Spangled Six whom he had long fought against and finally killed before this damned invasion ever began. Though they were naught but corpses their bodies could still make fine vehicles for the Symbiotes.  
The other two, the Crawler's own brides. Too weak to stand against imposters and daring to try and offer him help as if he were weak. He was not weak, he was Peter Parker, he was the Crawler. His destiny was power, just as the destiny of his doppelganger was death.

 **Author's Note:** **I realize this is fairly short but I figured it would still satisfy. Sorry for not updating this for what seems like forever. But ever since we lost Stan, I guess I just wasn't in that much of a Marvel mood for a while.  
But life goes on, and so must I. And for those who might have questions I did see 'Captain Marvel' and I thought it was alright. Not as great as 'Wonder Woman' but certainly not as bad as 'Catwoman'. And of course as of this time I have seen 'Avengers: Endgame' and...I have no words or at least not that many. It has been a hell of a journey and I'm glad I saw it through. Eleven years of my life growing up with a franchise that has now come to its end. The only thing I can compare it to was when the 'Harry Potter' film series came to an end. It's been a hell of a run, a great run. 'Nuff Said. **


End file.
